Demerger of M&GPrudential
On 14 March 2018, the Company announced its intention to demerge M&GPrudential, the international savings and investments business formed by the merger of asset manager M&G and Prudential's UK and Europe insurance operations. The demerger will result in two separately listed companies. Should the demerger go ahead, shareholders will retain their shares in the Company and also receive shares in M&GPrudential. The Company aims to complete it by the end of 2019. Several executives have left the Board in anticipation of the demerger, though they will continue on the executive committee. Please see the attached report for further details.
Item 2: Approve the Remuneration Report
The remuneration structure is unsatisfactory. The size of the bonus and benefits are considered excessive. The bonus payout does not clearly link pay with performance and there is a possibility for accelerated vesting of the LTI. In addition, the Company operates various LTIPs under which awards without performance conditions can be made. Recruitment awards were paid during the year. The quantum is excessive. We recommend shareholders oppose.
Item 15: Appoint the Auditors.
The auditor's tenure exceeds our tenure limit of 10 years. KPMG have served as the Companyns auditors since 1999. While last year the Company said that it would begin an audit tender process in 2019 to select the auditor for the 2022 financial year, they now intend to begin the tender process in 2020 to select the auditor for the 2023 financial year. We strongly recommend the rotation of the auditors as they have now served a twenty-year term.
Prudential is a parent holding company. Co., together with its subsidiaries, is an international financial services group with its principal operations in Asia, the U.S. and the U.K. In Asia, Co. has operations in Hong Kong, Indonesia, Malaysia, Singapore and other markets. In the U.S., Co.'s principal subsidiary is Jackson National Life Insurance Company. In the U.K., Co. operates through its subsidiaries, primarily The Prudential Assurance Company Limited and M&G Investment Management Limited. Co. provides a range of retail financial products and services and asset management services throughout these territories.
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Europe in focus The U.S. dollar continues to grind marginally higher, and EM equities have suffered as a result. Meanwhile, RS for the MSCI EAFE index is bottoming when compared to the MSCI EM index, largely due to outperformance in Europe. With developed int'l markets beginning to outperform emerging markets, we recommend adding exposure to the developed int'l space. Below we highlight attractive and actionable themes within developed int'l: • Europe & Japan: Though this is an all-encompassing bottoms-up chart book for developed ex-U.S., make no mistake, the vast majority of today's buy rec...
The independent financial analyst theScreener just lowered the general evaluation of PRUDENTIAL PLC. (GB), active in the Life Insurance industry. As regards its fundamental valuation, the title now shows 2 out of 4 stars while market behaviour can be considered risky. theScreener believes that the title remains under pressure due to the loss of a star(s) and downgrades its general evaluation to Slightly Negative. As of the analysis date May 14, 2019, the closing price was GBp 1,618.00 and its target price was estimated at GBp 1,456.66.
Le renouvellement des mandats de Philippe Maubert, Christophe Maubert, Catherine Canovas, et Lionel Picolet sont soumis à l’approbation des actionnaires. Au regard du manque d’indépendance au conseil d’administration, Proxinvest s’opposera aux résolutions 5 à 8. La politique de rémunération pour 2019 présentée par la société dans le Rapport de Gouvernance d’entreprise est très insuffisante. L’absence de nombreuses informations ne permet pas à l’actionnaire d’estimer la rémunération attribuable aux dirigeants pour 2019. Ainsi, Proxinvest s’opposera à la résolution 9. Concernant la rémunératio...
GouvernanceLa société propose le renouvellement de 3 administrateurs et la nomination de 2 administrateurs indépendants. Parmi les renouvellements proposés figure celui de Julie Guerrand. Selon la politique de vote de Proxinvest, en cas de conseil ne comprenant pas une majorité de membres indépendants, Proxinvest soutient 1 représentant pour chacun des 3 principaux actionnaires. En l'occurrence, le représentant le plus légitime de H51, le premier actionnaire, est sa Présidente, Julie Guerrand. Nous soutenons donc son renouvellement, mais pas celui de M. Bauer. Concernant Mme Sénéquier, bien qu...
Le conseil n'est pas majoritairement composé de membres libres de conflits d'intérêts. Par conséquent, parmi les renouvellements proposés, seul le Président du conseil sera soutenu en raison de la séparation des fonctions avec la Direction Générale (résolutions 5 à 7). En ce qui concerne la rémunération 2018 du Directeur Général, l'absence de communication des taux de réalisation de chacun des critères financiers du bonus constitue un manque rédhibitoire pour Proxinvest. Par ailleurs, l'attribution d'actions gratuites est basée sur des critères non vérifiables et qui sont calculés sur une pér...
ITEM 10: Although the board does not comprise a majority of independent members, Julie Guerrand is the most legitimate representative of the main shareholder as she is its Chairman. Thus, we recommend approval. ITEMS 7 and 8: Axel Dumas’ additional remuneration is indexed to the Group’s revenue, but only in an upward direction. If the company underperforms, executive will not be impacted. This is not acceptable. Moreover, Emile Hermès SARL’s total remuneration reached €9.6 M in 2018, which widely exceeds the median CAC 40 executives and represents 458 times the French minimum wage (SMIC), wh...
The majority of the Board is not composed of independent members. Consequently, among the proposed renewals, only the Chairman of the Board will be supported due to the separation of functions with the Executive Management (resolutions 5 to 7). With regard to the 2018 remuneration of the CEO, the failure to communicate the achievement rates of each of the financial criteria related to the bonus constitutes a fundamental flaw for ECGS. In addition, the allocation of performance shares is based on criteria that cannot be verified and are calculated over a period of only two years, which is insu...
The Annual General Meeting will be held foreseeable on the second call on May 31st, 2019, at 12 p.m. The re-election of the Chairman is proposed in item 10. Mr. Antonio Brufau Niub has served on the Board since 1996 and has been Chairman for fifteen years. Prior to serving as Chairman, he served as CEO of the Company and Executive Chairman. There are concerns that his fixed fees of EUR 2.5 million per year imply that he continues to perform some executive functions. Furthermore, ECGS guidelines do not support the appointment of a former CEO as Chairman. This can undermine the Boardns supe...
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