Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio.
Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes :
Each theme is rated taking into account several comprehensive sub-categories.
Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter. Indeed, our process is supported by a network of local experts that have a deep knowledge of each local market best practices (from both customs and regulatory points of views).
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Merck is a global science and technology company based in Germany. Co. diversifies its activities into four business divisions: Merck Serono, Consumer Health, Performance Materials and Merck Millipore. The Merck Serono develops, manufactures and markets prescription drugs to treat cancer, multiple sclerosis, infertility, growth disorders, and selected cardiovascular and metabolic diseases. The Consumer Health manufactures and markets over-the-counter drugs addressing health themes such as mobility, women's and children's health, cough and cold. Performance Materials is a specialty chemicals business. The Merck Millipore is the supplier of products and services for the life science industry.
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.
Proxinvest main services are :
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
We recently held our 14th Sustainability Forum, a unique platform for SRI investors to meet with companies to discuss CSR themes and to assess their strategies in light of prevailing trends and long-term challenges. Among the key recurring themes this year were the formulation of an overarching “raison d’être”, defining carbon targets in line with the 2°C trajectory (SBT - science based targets), the circular economy and talent retention. - - >A “raison d’être” approach: a...
Nous avons organisé, pour la quatorzième fois, notre Sustainability Forum, un évènement unique permettant aux investisseurs ISR de rencontrer les entreprises sur les thématiques E, S et G et d’en évaluer la stratégie à l’aune des tendances et des enjeux de long terme. Nous relevons des thématiques particulièrement récurrentes pour ce millésime : la formulation d’une raison d’être structurante, la définition d’objectifs carbone s’alignant sur une trajectoire 2° (SBT – Science Base...
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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