The Company’s Chairman, Mr. Tyler, was sent a warning letter following an internal investigation which concluded there were material breaches of three Company policies in 2013. He was found to have used the services of a member of the supermarket’s sustainability team, who had expertise in green energy and engineering, to review plans for underfloor heating systems at his barn conversion.
The Sainsbury’s employee gave advice after visiting Tyler’s property several times, during working hours, and asked a supermarket building contractor to develop a proposed action plan – which the firm carried out for free. It then conducted a £10,000 installation of an oil-fired boiler in partnership with builders already working on Tyler’s property. Two other Sainsbury’s suppliers were also contacted for specialist advice on alternative fuel sources for the heating system.
Sainsbury’s concluded that the Chairman had paid the going market rate for the job and so hadn’t benefited financially. The company stated that the ‘The chairman was given a warning but the board concluded that his failure to comply with company policy was unintentional, that he did not act dishonestly and made no financial gain.’ Tyler gave £5,000 to charity, reflecting the value of the services.
Nevertheless, use of Company resources by employees for personal reasons is not in the interest of shareholders. This should be even more the case for the Chairman given his importance and potential impact as a leader and model of acceptable behaviour.
Item 2: Approve the Remuneration Report. The structure is not acceptable. The maximum bonus exceeds guidelines. The structure is weighted more towards rewarding long-term performance, but only slightly. The payout was considered adequately aligned with performance during the year, but this was due to a discretionary decision of the Remuneration Committee not to pay a bonus. Qualitative criteria exceed guidelines. Accelerated vesting in the event of a change of control is possible. The quantum was excessive, though no cash bonus was paid out.
J Sainsbury is principally engaged in food, general merchandise and clothing retailing and financial services. Co. is organized into four operating segments: Retail (Food), which provides a range of food, including organic produce; Retail (General Merchandise and Clothing), which provides a range of products across home, clothing, technology and leisure; Financial Services (Sainsbury's Bank plc and Argos Financial Services entities), which provides products such as credit cards, insurance, travel money and personal loans; and Property Investment (The British Land Company PLC and Land Securities Group PLC joint ventures). At Mar 11 2017, Co. had 605 supermarkets and 806 convenience stores.
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J Sainsbury reported a disappointing trading performance for second-quarter 2017, the 16-week period ended Sept. 24. Same-store sales fell 1.1% excluding fuel, which shows no improvement on previous periods. Somewhat unusually, however, there was a negative contribution from store extensions, which are included in same-store sales; adjusting for this, there is a slight underlying improvement in sales. Our fair value estimate and moat rating remain under review. The weakness in sales was brought ...
La présente assemblée générale est marquée par le renouvellement de quatre administrateurs et la nomination d'un nouveau membre au conseil. Malgré la non indépendance de la société Orpar nouvellement nommée, le conseil conserve une majorité de membres libres de conflit d'intérêt ce qui lui permet de se conformer au Code de gouvernance Afep/Medef qu'elle applique dans son intégralité…
Proxinvest félicite la société qui propose par la présente Assemblée de changer son mode de gouvernance pour passer d'une société anonyme à Conseil d'administration avec cumul des fonctions de Président et de Directeur Général, à une société anonyme à Conseil de surveillance et Directoire à compter du 1er septembre 2016 …
The EGM is called to approve the merger by incorporation of Exor SpA into its wholly-ownedDutch subsidiary Exor Holding NV. Through the transaction, Exor will change itscountry of incorporation from Italy to the Netherlands. The transaction is aimed atsimplifying the Group's structure, as 85% of Exor's investments are, or are indirectlyowned through, Dutch companies (i.e., Fiat Chrysler Automobiles, Ferrrari, CNHIndustrial and the global insurer PartnerRe Ltd, which is 100% held through Exor NV).Similarly to its listed subsidiaries, Exor will adopt a multiple-voting structure, granting 5votes...
Banco BPM was established in January 2017, resulting from the merger between Banca Popolare di Milano ("BPM") and Banco Popolare. During the last round of TLTRO II in March 2017, 474 European financial institutions bid for €233 billion in loans far exceeding the expected amount of €110 billion. According to Reuters, Banco BPM bid for €3.1 billion in loans (equivalent to 39% of its balance sheet funding from institutional investors, or wholesale funding). These loans have a four-year maturity and carry a 0% interest rate (which could be revised down to -0.4%).In December 2016, Fitch downgraded ...
In item 2.d, the Board proposes the distribution of a dividend of € 0.11 per sharetotalling USD 160 million, despite a net loss of USD 236 million in 2016. We have concerns over the very high consolidated net debt of USD 19'734 million, corresponding to a debt-to-market capitalization ratio of 1.8 at the end of 2016. We also note that free cash flow (USD 914 million in 2016) decreased by 52.1% from 2015, despite 21.7% lower capital expenditures, which were reduced by 56.0% from 2013. As the proposed dividend distribution is fully covered by free cash flow, and taking into account that the Comp...
In general, Proximus is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.Under ITEM 6, the Board of Directors seeks approval for the Company's remuneration report. In light of insufficient disclosure and our other concerns with regard to the executive compensation package, we recommend opposition.There are no further peculiarities.
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