Item 2: Approve the Remuneration Report.
Although the structure is generally satisfactory, there are concerns over incentive pay plans. The maximum bonus exceeds guidelines and accelerated vesting is possible. Actual variable remuneration is excessive, especially given the significant overlap in performance conditions.
Item 14: Re-appoint the Auditors.
The auditor's tenure exceeds our tenure limit of 10 years. PricewaterhouseCoopers (PwC) has been the external auditor since 1996 and an audit tender has not been carried out since. In addition, they advised the Company on executive remuneration, which does not meet ECGS guidelines. In 2018, they received £1,950 for providing remuneration advice.
Imperial Brands is comprised of two distinct businesses: Tobacco and Logistics. The Tobacco business comprises the manufacture, marketing and sale of tobacco and tobacco-related products, including sales to (but not by) the Logistics business. The Logistics business comprises the distribution of tobacco products for tobacco product manufacturers, including Co., as well as a range of non-tobacco products and services.
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The FDA announced tighter measures against what it describes as "epidemic" levels of youth consumption of e-cigarettes, a move we think signals the FDA will continue to pursue anti-initiation policies despite the resignation of commissioner Scott Gottlieb. We are reiterating our fair value estimates for the tobacco manufacturers as the measures, while significant in terms of signalling the FDA’s stance, will not have much direct impact on tobacco manufacturers’ cash flows. The FDA’s proposals in...
The FDA announced tighter measures against what it describes as "epidemic" levels of youth consumption of e-cigarettes, a move we think signals the FDA will continue to pursue anti-initiation policies despite the resignation of commissioner Scott Gottlieb. We are reiterating our fair value estimates for the tobacco manufacturers as the measures, while significant in terms of signalling the FDA’s stance, will not have much direct impact on tobacco manufacturers’ cash flows. The FDA’s proposals include a ban on flavoured cigars, moving forward the application deadline for flavoured e-cigarettes...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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