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Expert Corporate Governance Service (ECGS)
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ITV - AGM 08 May 2019

Item 2: Approve the Remuneration Report

 The structure is considered unsatisfactory as the size of the bonus exceeds guidelines and qualitative criteria account for 25% of the total. The quantum exceeds guidelines, both as potential maximum incentive pay and in terms of actual pay during the year.  The LTIP relies heavily 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 & regulations. Performance is not measured against a peer group or other relevant benchmarks (e.g. Retail Price Index (RPI) and  Weighted Average Cost of Capital (WACC)). We recommend shareholders oppose.

Underlying
ITV PLC

ITV is engaged as an integrated producer broadcaster, creates, owns and distributes content on multiple platforms globally. At its Broadcast and Online operations, Co. operates commercial family of channels in the U.K and delivers content through multiple platforms. In addition to linear television broadcast, Co. delivers its content on the ITV Hub, catch up services on pay platforms, and through direct content deals. At its ITV Studios operations, Co. creates and produces international content business, creating and producing programmes and formats that return and travel, namely drama, entertainment and factual entertainment.

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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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