HIGHLIGHTSITEM A AND B
Amber capital owns 3.9% of Lagardère’s share capital, and asked the company to add two items to the agenda concerning the election of two new Directors on the Supervisory Board: Helen Lee Bouygues and Arnaud Marion. Due to Marion’s past experiences and lack of conflicts of interest, we recommend approval of his election.
The Company still does not recognize the entire remuneration granted to Arnaud Lagardère. He obtained €1 000 000 in the form of a profit margin on the regulated agreement (with Lagardère Capital & Management) and an additional €1,788,000 as statutory dividend for his role as General Partner of the partnership limited by shares (SCA).
ITEM 4 TO 7
The structure of the remunerations does not follow good governance principles. Firstly, the variable remuneration of Deputy CEOs is defined with qualitative criteria weighing at 50%.
Moreover, the performance criteria for STI and LTI are similar, which is not challenging.
Lagardere Groupe is a holding company. Through its subsidiaries, Co. is engaged in the media industry (news, education, culture and entertainment businesses). Co.'s main activities in the media industry can be divided into four separate divisions. Lagardere Publishing includes Co.'s Book Publishing and e-Publishing businesses. Lagardere Active encompasses Co.'s Magazine Publishing, Audiovisual (Radio, Television, Audiovisual Production), Digital and Advertising Sales Brokerage businesses. Lagardere Services encompasses the Travel Retail and Distribution businesses. Lagardere Unlimited specializes in sports and entertainment.
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We have probably reached the bottom of the cycle in the semiconductors sector. The slope of the recovery in H2 remains uncertain. We prefer stocks with their own specific drivers for H2 like ASML, STMicroelectronics and ams. We are downgrading our recommendation for Aixtron to Neutral (vs Buy). - ...
>Confirmation of 2019 guidance and update on disposals? - We recap here on our forecasts for H1 2019. The group is due to report its results on the 25 July and has scheduled a conference call for 6.30p.m. on that date. We are forecasting EBITA more or less stable vs last year with a “lacklustre” H1 for the publishing division, dynamic for TR (Travel Retail) and excellent for S&E (Sports & Entertainment). The group should logically confirm its annual guidance (+4/6% fo...
Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
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