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Expert Corporate Governance Service (ECGS)
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Morrison 13 June 2019

Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The bonus exceeds guideline and accelerated vesting is possible. Target performance for the bonus is not disclosed, though targets for minimum and maximum performance are. Actual incentive pay is excessive. The remuneration report received low support from shareholders at the previous AGM (83.4%) and no significant changes have been noted as a response to shareholder concerns. We recommend shareholders oppose.

Item 4: Declare a Special DividendThe total dividends proposed, including the special dividend and the final dividend, are not covered by earnings or free cash flow. We recommend shareholders oppose. Item 16: Approve Political DonationsThe amount requested, £150,000, exceeds UK market practice and ECGS guidelines. Accordingly, we recommend that shareholders oppose this resolution

Underlying
William Morrison Supermarkets PLC

Morrisons (Wm) Supermarkets is engaged in the grocery retailing in the U.K. Through its subsidiaries, Co.'s principal activities include include the acquisition of food products, property management, maintenance and investment, manufacturing and distributing of food products, insurance captive, preparation and supply of seafood, meat processing, manufacturing of morning goods and bread, produce packer and purchaser, grocery retailer and pharmaecutical license holder. As of Jan 29 2017, Co. operated a total of 491 stores, 334 petrol filling stations, 401 cafes and 118 pharmacies.

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Proxinvest
Proxinvest

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