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Expert Corporate Governance Service (ECGS)
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Schroders - AGM 02 May 2019

Item 3: Approve the Remuneration Report

The remuneration structure is unsatisfactory.  The annual bonus is uncapped and disclosure is insufficient to evaluate the alignment between pay and performance.  Some of the performance metrics used can be influenced by executives.  Although the base salary is modest for the sector, the quantum is grossly excessive given the bonus payout.  We recommend shareholders oppose.

 Item 6: Re-elect the Chairman

The director was not considered independent upon appointment as he was formerly the Company's CEO. The UK Code recommends that the chairman should, on appointment, meet the independence criteria set out in the UK Code. However, Mr. Dobson served as Chief Executive for 15 years (until April 4, 2016), and was therefore not independent on appointment. ECGS guidelines do not support the appointment of a former CEO as Chairman unless it is for a brief, temporary period. As he is the former CEO of the Company, we can not recommend support for his appointment as Chairman. We recommend shareholders oppose.

 Item 5: Elect as a director, Leonie Schroder

Ms. Schroder is the great-great-granddaughter of Johann Heinrich Schroder, co-founder of the Schroders businesses in 1804. She was appointed to the Board following the death of her father, Bruno Schroder, who was a non-executive director.  She is the cousin of current non-executive director Philip Mallinckrodt. The Schroder family interests amount to 44.15% of the share capital. The director is not independent as she is a member of the principal shareholder group. However, as there is sufficient independent representation on the Board, we recommend shareholders vote in favor.

Underlying
Schroders PLC

Schroders is a global asset and wealth manager. Co. manages assets on behalf of institutional and retail investors, financial institutions and individuals. Co. has three business segments: Asset Management, which comprises investment management including advisory services, equity products, fixed income securities, multi-asset investments, real estate and alternative asset classes; Wealth Management, which comprises investment management, wealth planning and banking services provided to individuals and charities; and Group, which comprises Co.'s investment capital and treasury management activities. As of Dec 31 2016, Co. had a total of £386.00 billion of assets under management.

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Expert Corporate Governance Service (ECGS)

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