Item 3: Approve the Remuneration Policy.
The changes proposed to the Remuneration Policy do not address the concerns over the alignment between pay and performance.
The STI relies entirely on EBITDA in different divisions rather than using a variety of metrics that would capture different aspects of performance. In addition, while the LTI includes relative TSR as a performance metric, 60% of the award is determined by EPS, which can potentially be manipulated by executive actions.
The Remuneration Report was only supported by 85.0% of shareholders in the previous year.
Item 7: Re-elect the Chairman.
Mr. Hertzog was not considered independent upon appointment. He is the Deputy Chairman of Remgro Ltd, the Company's controlling shareholder, and served as Executive Chairman and Managing Director of Mediclinic Interntional Ltd, which merged with the Company in February 2016.
ECGS considers that a former CEO should only hold the role of Chairman as a temporary appointment following a suitable cooling-off period. While Mr. Hertzog had served as a non-executive director of Mediclinic Interntional Ltd from 2012 until the time of the merger, his extensive connections with the Company and its controllling shareholder do not indicate a sufficient cooling-off period nor has he been appointed temporarily.
He is also the Chairman of the Nomination Committee. The level of gender diversity on the board does not meet ECGS guidelines.
Item 21: Amend the Articles of Association.
It is proposed to amend Article 106, which is related to dividend payments. No negative effects on shareholder rights have been identified. The amendments may allow the Company to make dividend payments in ways which are more convenient for shareholders, including by electronic means.
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Summary Mediclinic International Plc (Mediclinic), formerly Al Noor Hospitals Group Plc is a healthcare service provider. The center offers services such as specialist-orientated, acute-care and multi disciplinary healthcare services. It also provides clinical services such as pre hospital emergency services, outpatient consultancy, hospital based emergency centres, highly specialised services, acute care inpatient services, nuclear medicine, radiology, laboratory and day case surgery. The center consists of 75 hospitals and 28 clinical which include more than 10600 inpatient beds and 410 ope...
A director at Mediclinic International bought 20,000 shares at 86.820ZAR and the significance rating of the trade was 52/100. Is that information sufficient for you to make an investment decision? This report gives details of those trades and adds context and analysis to them such that you can judge whether these trading decisions are ones worth following. Included in the report is a detailed share price chart which plots discretionary trades by all the company's directors over the last two years clearly showing Close periods where trading activity is restricted under listing rules. ...
La société a annoncé depuis son entrée en bourse sa volonté de diversifier son conseil d'administration, qui n'est composé que d'une femme (représentante d'une société administratrice) et que d'un membre indépendant (les taux d'indépendance et de féminisation ne sont donc que de 25%). De plus, l'actionnaire majoritaire, Apax, est surreprésenté au conseil, en possédant la moitié des sièges, pour une participation au capital de 42,19%. Si l'entrée en bourse de la société est récente, nous l'incitons fortement à prendre en compte cette nécessité de diversifier son conseil. Le renouvellement de ...
Proxinvest attire l'attention des actionnaires sur plusieurs points : - Tout d'abord la société est dans un processus qui va permettre à un actionnaire chinois, Fosun, de rentrer au capital via une émission de nouvelles actions lui étant réservée. Suite à cette émission, Fosun deviendra le premier actionnaire et propose donc de nommer un administrateur au conseil de la société. -Ensuite la direction de la société est modifier puisque Marie Meynadier va céder ses fonctions à Mike Lobinsky le 1er Janvier 2019. De ce fait lors de la présente assemblée la société propose une nouvelle politique d...
Item 2: Approve the Remuneration Report The structure is not acceptable as the STI and LTI are equally weighted. Though 25% of the bonus is deferred, it is not subject to further performance conditions and is only held for one year. Additionally, alignment with performance has not been definitively demonstrated, as no bonus targets are disclosed. Finally, awarded amounts are high in relation to index and sector comparisons. Item 4: Re-elect as a director, Emma Adamo. The director is not independent as she is a member of the Weston family. The Garfield Weston Foundation controls Wittington I...
The Company is seeking shareholder approval for the Company’s shares to be transferred to Takeda Pharmaceutical Company Ltd. The Company will become a wholly owned subsidiary of Takeda. This will be effected by means of a Scheme of Arrangement under Jersey Companies Law. Although the Company has presented a strategic justification for the merger and the price represents a significant premium on the pre-offer share price, there are significant governance concerns arising around shareholders' rights following the transaction, as well as the implementation of retention payments which are not sub...
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