Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Puma April 18th, 2019

General: On 11 January 2018, the major shareholder of Puma SE, Kering S.A., had announced its decision to propose to the AGM of Kering S.A. on 26 April 2018 to distribute to its shareholders, by way of a dividend in kind, a portion of Kering's shareholding in Puma corresponding to approximately 70% of the total share capital of Puma SE. Since approval of the respective resolution by Kering's AGM 2018, Artémis S.A. (the major shareholder of Kering S.A.), holds approximately 29% of Puma's share capital, while Kering S.A. reduced its shareholding to approximately 16%. In connection therewith, and based on a respective resolution by the AGM 2018 of Puma SE, the Company changed its governance structure from a one-tier Board to a two-tier Board effective 9 July 2018.

Items 4 and 6: The Company has chosen the legal option to opt-out from individual disclosure of Management Board members' remuneration. The AGM 2018 renewed a corresponding resolution for a period of five years with a majority of 93.33% of the votes cast. ECGS is opposed to such opting-out proposals. Furthermore, we note that the remuneration system for the Management Board has not yet been put to shareholder approval. Finally, ECGS has serious concerns regarding the overall level of disclosure on Management Board members' remuneration, which we consider as far below market practice. In line with our guidelines we would in principle recommend opposing the discharge of the Chairman of the former Administrative Board's and current Supervisory'Board's Personnel Committee ("Remuneration Committee"), Jean-François Palus. However, as the discharge is proposed in a bundled resolution we recommend shareholders to oppose the discharge of both the Administrative Board (until 9 July 2018) and the Supervisory Board (since 9 July 2018) as a whole.

Item 8a: We recommend to oppose the election of Héloïse Temple-Boyer to the Supervisory Board due to our concerns over the insufficient independent representation on the Board.

Items 9 and 10: The Company proposes to increase the share capital from company reserves (agenda item 9) to allow for a re-divison of the share capital (share split) at a ratio of 1:10 (agenda item 10). According to the Company, this is to make the share "more attractive in particular to private and retail investors". Acceptable proposals. We recommend support.

Item 11: In connection with the proposed share split (items 9 and 10), the required minimum EPS of EUR 16.00 for the variable remuneration of the Supervisory Board shall be decreased accordingly. Although this is a purely formal adjustment of the Articles of Association, we take the opportunity to voice our concerns over the performance-based remuneration for Supervisory Board members which we consider may impair independence and may inhibit objective reviews of strategy. We therefore recommend opposition.

Underlying
Puma

Puma and its subsidiaries are engaged in the development and sale of a broad range of sports and sports lifestyle products, including footwear, apparel and accessories. Product management, design, development and category-specific marketing have been combined under six separate Business Units. The Business Units Teamsport, Running, Training & Fitness, and Golf represent Co.'s performance business, while Lifestyle and Motorsports, Fundamentals as well as Accessories & Licensing constitute the lifestyle business.

Provider
Proxinvest
Proxinvest

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 :

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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

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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. 

Analysts
Expert Corporate Governance Service (ECGS)

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