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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On Feb. 27, Ocado and Marks & Spencer announced the creation of an equal-participation joint venture, putting an end to rumors of a potential tie-up between the two companies. The joint venture will include Ocado's U.K. grocery retail business (GBP 1.5 billion sales, 700,000 customers) and a new partnership for fulfillment and delivery services provided by the Ocado Smart Platform (management of warehouses and logistics via an annual capacity fee under a long-term contract) along with products and sourcing from M&S. M&S will pay Ocado GBP 750 million (GBP 187.5 million of which is payable afte...
On Feb. 27, Ocado and Marks & Spencer announced the creation of an equal-participation joint venture, putting an end to rumors of a potential tie-up between the two companies. The joint venture will include Ocado's U.K. grocery retail business (GBP 1.5 billion sales, 700,000 customers) and a new partnership for fulfillment and delivery services provided by the Ocado Smart Platform (management of warehouses and logistics via an annual capacity fee under a long-term contract) along with produc...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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