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Expert Corporate Governance Service (ECGS)
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Informa - AGM 24 May 2019

Item 2: Approve the Remuneration Report

The bonus is at the ECGS guidelinesnlimit, but will be increased to above the limit for 2019.  Accelerated vesting is possible and benefits exceed guidelines.  An additional LTI award was made during the year.  Variable remuneration exceeds guidelines. Both the STI and LTI are overly reliant on EPS. Over-reliance on EPS could result in management making decisions to maximize profits for the short term, often at the expense of long term shareholder value. EPS can be positively influenced through share buybacks, fluctuations in foreign exchange, or amendments made to accounting rules and regulations. We recommend shareholders oppose.

 Items 14, 15 and 16: Re-elect the Chairman of the Audit Committee, re-appoint the auditors and  authorise the directors to determine the remuneration of the auditors

Average non-audit fees incurred over the last three years were 122.39% of audit fees, which is above our limit of 50% and may undermine the independence of the auditors. We hold the Chairman of the Audit Committee responsible to ensure the independence of the auditors.  Accordingly, we recommend shareholders oppose these three items.

Underlying
Informa

Informa is a holding company. Through its subsidiaries, Co. is engaged in Global Exhibitions, which organises transaction-oriented Exhibitions and trade shows, providing buyers and sellers across different industries and communities with a platform to meet face to face, build relationships and conduct business; Business Intelligence, which provides specialist data, intelligence and insight to businesses; Academic Publishing, which publishes peer-reviewed scholarly research and specialist reference-led academic content; Knowledge and Networking, which organises content-driven events and programmes that provide a platform for communities to meet, network and share knowledge.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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