Report
Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 13/12/2017

1. To approve guaranteed payouts to Karen Byers and Sean Nevitt under the Executive Bonus Share Scheme
Shareholders are asked to approve the extension of the guaranteed minimum value for employees participating in the Company’s bonus share scheme to executive participants.  The only executive participants currently employed by the Company are Karen Byers and Sean Nevitt.  The Company has not presented any justification for the inclusion of these executives in the guaranteed payouts nor for the guaranteed payouts. 
Well-designed incentive pay should serve to align executives’ interests with shareholders’ interests and, in the case of long term incentive plans such as this, with the long-term sustainable success of the company.  A minimum guaranteed payout does not serve to incentivize executives and, indeed, can not be considered performance-based pay.  

2. To approve payment of £11,029,296.20 to John Ashley
 
Shareholders are asked to approve a cash back-payment to John Ashley with respect to perceived underpayment for his service as an employee of the Company from IPO in 2007 to his departure from the Company in 2015.  We strongly condemn what is essentially “back pay” for a family member. This is a glaring example of the expropriation of minority shareholders. Making matters worse is the fact that the Company’s LTIP did not sufficiently link pay to performance (especially back in 2015 when John Ashley was still employed with the Company). Most importantly, these payments are far from transparent and are clearly not in the best interest of shareholders.
 

Underlying
Sports Direct International

Sports Direct International is a sporting goods retailer operating in the U.K., Europe, the U.S. and Asia. Co. operates in four segments: U.K. Sports Retail, which includes the U.K. retail network of sports stores along with related websites; International Sports Retail, which includes the international retail network of sports stores; Brands, which includes Co.'s portfolio of brands such as Everlast, Lonsdale and Slazenger; and Premium Lifestyle, which includes the premium and lifestyle retail businesses such as USC, Cruise and Flannels. As of Apr 30 2017, Co.'s U.K. sports store portfolio had a total of 468 stores and its international sports store portfolio had a total of 289 stores.

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.

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Analysts
Expert Corporate Governance Service (ECGS)

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