Report
Esther Bouguet
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Proxy Report - 30/05/2018

Board of directors (resolutions 4 to 9)

The independence rate of the Board amounts to only 38.5%.

Each of the three largest shareholders should have at least one representative regardless of the board's independence. Accordingly, we recommend that shareholders approve the re-election of Anne Beaufour but not Philippe Bonhomme. A new member, Paul Sekhri, is chairman of two listed companies and member of the Board of two others listed companies. Therefore, we have concerns about his time commitment.

Remuneration (resolutions 10 to 13) The lack of disclosure of the achievement rates of each criterion for the bonus is not acceptable. Performance shares are based on unverifiable criteria and are measured only over a two-year period. Therefore, David Meek does not receive a real long-term remuneration. Finally, quantum is excessive. Therefore, we recommend that shareholders oppose the CEO’s remuneration.

Due to an excessive amount in 2017, we recommend that shareholders oppose the chairman of the Board’s remuneration. For 2018, a decrease of his base salary is due to his new function. Shareholders have interest in approving a new remuneration policy which is less excessive.

Underlying
Ipsen

Ipsen is global biotechnology specialty care company. Co. engages in research, development, manufacture and sale of pharmaceutical products for human healthcare. Co.'s product portfolio includes pharmaceutical products marketed around the world to specialists working in its targeted therapeutic areas (oncology, endocrinology, neurology and haematology). These products are specialist care drugs. Co. also markets products in other therapeutic areas including gastroenterology, cardiovascular and cognitive disorders. These products are primary care drugs. Co.'s brand names include Decapeptyl®, Somatuline®, Dysport®, Nutropin Aq®, Smecta®, Forlax®, Nisis®,Adrovance®, Exforge® and Adenuric®.

Provider
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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Analysts
Esther Bouguet

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