Charles Pinel
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Proxy Report - 04/05/2018

Gilles Michel, CEO, will resign on the 4th of May, 2018. Conrad Keijzer, appointed as deputy Chief Executive Officer on March 8, 2018, will be designated as Chief Executive Officer of the Group. We welcome the separation of functions (resolutions 7 and 10). The Board will decide at its meeting on May 4, 2018 to coopt a new independent female member who is currently being selected.

2017 remuneration for Gilles Michel : The Company has made a concerted effort to improve transparency this year by disclosing performance criteria weightings and achievement rates for the bonus. However, given the lack of a real long-term remuneration and an excessive variable remuneration, the remuneration structure is unsatisfactory. Moreover, quantum is too high. Therefore, we recommend that shareholders oppose resolution 6.

2018 remuneration policies for Gilles Michel and Conrad Reijzer: Gilles Michel will not receive a severance payment but will be entitled to a supplementary defined benefit (“Top Hat”) pension plan. Regretfully, the annuity associated with said Top Hat plan was not disclosed, in contradiction with the Macron Law (“Loi Macron”). Additionally, no information is provided regarding a potential LTIP grant.

The remuneration policy for Conrad Keijzer, incoming CEO, will include a new element (“impatriation bonus”) and the LTIP ceiling will be increased. Thus, we expect quantum to be higher next year.

Therefore, we recommend that shareholders oppose resolution 5.


Imerys is engaged in the production and the processing of minerals. Co.'s operations can be divided into four business groups: Minerals for Ceramics, Refractories, Abrasives and Foundry (minerals mainly for floor tiles, sanitaryware, porcelain, mobile energy as well as high-temperature and abrasive industries); Performance and Filtration Minerals (plastics, rubber, coatings, sealants and adhesives, health, beauty and filtration of nutrition liquids); Pigments for Paper (filler and coating products for paper) and Materials and Monolithics (construction materials in clay and slate and monolithic products and solutions for high-temperature industries).


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Charles Pinel

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