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Expert Corporate Governance Service (ECGS)
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Kingspan Group - AGM 03 May 2019

Item 3a: Re-elect the Chairman

Mr. Eugene Murtagh is a major shareholder of the Company, owning 15.53% of the issued share capital of the Company. He founded the Kingspan business in the 1960’s and was previously Chief Executive officer of the Company. He is also father of the current CEO, Gene Murtagh. His tenure may further impact on his independence as a non-executive director, having served on the Board for over 40 years.

The UK Code recommends that the chairman should, on appointment, meet the independence criteria set out in the UK Code. ECGS guidelines do not support the appointment of a former executive as Chairman unless temporary and adequately justified.

 Item 3b: Re-elect the CEO

He is the son of Eugene Murtagh, the Chairman and a major shareholder of the Company, holding 15.53% of the issued share capital of the Company. His father founded the Kingspan business in the 1960's and was previously Chief Executive officer of the Company. The CEO serves on the Nomination Committee, which does not meet ECGS guidelines.  For this reason, we recommend shareholders oppose.

 Item 6: Approve the Remuneration Report

The main concerns with the remuneration policy have not been addressed by the new policy.  The first concern is the lack of a limit on the pension contributions.  The second is the heavy reliance on EPS in determining incentive pay.  EPS can potentially be influenced by executives.  Additionally, there is an overlap between the STI and the LTI (EPS is 100% of the bonus, 50% of the LTIP) implying that executives were rewarded twice for the same performance. We recommend shareholders oppose.  

Underlying
Kingspan Group PLC

Kingspan is a holding company, engaged in the provision of low energy building solutions. Co.'s operating segments include: Insulated Panels, which is engaged in the manufacture of insulated panels, structural framing and metal facades; Insulation Boards, which is engaged in the manufacture of rigid insulation boards, building services insulation and engineered timber systems; Environmental, which is engaged in the manufacture of environmental, pollution control and renewable energy solutions; and Access Floors, which is engaged in the manufacture of raised access floors.

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Expert Corporate Governance Service (ECGS)

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