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Expert Corporate Governance Service (ECGS)

Scottish & Southern Energy, 18 July 2019

Item 2: Approve the Remuneration Report The remuneration structure is unsatisfactory. First, the remuneration committee has the discretion to determine half of the bonus. Additionally, there is lack of disclosure of pension accrual rates and an excessive pension contribution was made in this year and the previous two years. Furthermore, dividend per share is used with both the STI and the LTI. Aside from being an overlapping performance condition, the use of dividend per share is not considered appropriate as executives have a certain level of control over the dividend payout and therefore can...

Expert Corporate Governance Service (ECGS)

GB Group PLC, 25 July 2019

Contrary to UK market practice, the Company does not have annual elections of directors. Elections are staggered and only two directors are standing in the current year. There are concerns over the composition of the Board. The Chairman, Mr. Rasche, undertakes some general and operational consultancy for the business through his consultancy business Rasche Consulting Ltd, for which he is given expenses by the Company. Furthermore, 50% of the Board are executives and only 33% are independent. There is insufficient independent representation on the Board. Item 5: Approve the Remuneration Report...

Expert Corporate Governance Service (ECGS)

Babcock Group PLC, 18 July 2019

Boatman Capital Research Activism The Company has been subject to criticism in two reports by Boatman Capital Research (Boatmann). The first report in October 2018 claimed that the Company had been systematically misleading investors by burying bad news about its performance, should overhaul its leadership, and has a poor relationship with its largest customer, the UKns Ministry of Defence. The second report in May 2019 claimed that the Company should write down the value of its Defence Support Group subsidiary, should overhaul its executive team, and called the Companyns corporate structure,...

Expert Corporate Governance Service (ECGS)

Royal Mail, 18 July 2019

Profit warning Royal Mail’s pre-tax profit has more than halved during the course of the financial year. Furthermore, as a result of Royal Mail issuing their own profit warnings regarding this, they saw their share price plummet by roughly 20%. Please see the attached report for further details. Item 2: Approve the Remuneration Report The remuneration structure is not satisfactory as the structure is not weighted more towards rewarding long-term performance. Instead, it is more heavily weighted toward the short term. The maximum bonus and benefits exceed guidelines. Accelerated vesting is p...

Expert Corporate Governance Service (ECGS)

Tenaris, 29 July 2019

Under ITEM 1, it is proposed that the shares be delisted from the Buenos Aires Stock Exchange ("BYMA") through a voluntarily withdrawal from listing pursuant to the rules of the Argentine National Securities Commission which permits the Company to delist from BYMA without making a delisting public tender offer. Shareholders who either vote against the proposed delisting from BYMA or are absent from the meeting will be entitled to exercise the right to have their shares repurchased by the company under the conditions of ITEM 2.Following the proposed delisting from BYMA, the company’s shares wil...

Expert Corporate Governance Service (ECGS)

Lundin Petroleum, 31 July 2019

In general, Lundin Petroleum is in compliance with the Swedish regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEMS7a-c and 8 approval is sought of a share swap transaction with Norway-based Equinor ASA. In ECGS view, the board of directors of Lundin Petroleum takes an advance on the Company’s future by increasing the level of indebtedness (by 15% up to approximately USD 3.9 billion proforma after the transaction) in exchange for (at this time) uncertain benefits (oil prices ever fluctuate, and production of the Johan Sverdrup field has no...

Expert Corporate Governance Service (ECGS)

Johnson Matthey, 17 July 2019

Item 2: Approve the Remuneration Report The structure is satisfactory, though the maximum bonus exceeds guidelines and accelerated vesting is possible. While the quantum is not excessive, the payout is not adequately aligned with performance as two metrics used for the STI paid out in full despite having been at or below target performance. The LTI is overly reliant on a single performance criterion, EPS. Over-reliance on EPS could result in management making decisions to maximize profits for the short term, often at the expense of long term shareholder value. EPS can be positively influenced ...

Expert Corporate Governance Service (ECGS)

Burberry, 17 July 2019

Leadership changesDuring the year, Mr. Gerard Murphy was appointed as Chairman following the retirement of Mr. Peace from the Board after sixteen years. Item 2: Approve the remuneration report The structure is weighted more towards rewarding long-term performance. However, potential incentive pay and benefits are excessive. Adjusted profit before tax determines 100% of the STI and 50% of the LTI, making incentive pay overly reliant on a single performance metric. (The recruitment award, made in the previous year, is not conditional on performance.) The quantum was excessive. We recommend share...

Expert Corporate Governance Service (ECGS)

Severn Trent PLC, 17 July 2019

Item 2: Approve the Remuneration ReportThe structure is satisfactory. Pay is weighted more towards rewarding long-term performance and it is not excessive. The use of qualitative metrics is within guidelines and the payout is adequately aligned with performance. The quantum is not excessive. We recommend shareholders vote in favor. Item 4: Approve the sharesave schemeThe details of the sharesave scheme, including the maximum amounts involved and the maximum discount, have not been disclosed in the notice of meeting. Instead the Company has made them available at their registered office and wi...

Expert Corporate Governance Service (ECGS)

DCC, 12 July 2019

Item 3: Approve the Remuneration Report The structure is unsatisfactory. Pay is not sufficiently weighted toward the long-term in ordinary circumstances. The ROCE targets for the LTI do not appear challenging given recent performance. The bonus is overly reliant on qualitative criteria. Both the bonus and the LTI are overly reliant on EPS. Over-reliance on EPS could result in management making decisions to maximize profits for the short term, often at the expense of long term shareholder value. EPS can be positively influenced through share buybacks, fluctuations in foreign exchange, or amendm...

Expert Corporate Governance Service (ECGS)

Banco Santander, 23 July 2019

The EGM is called to authorize the Board of Directors to increase the share capital to acquire all the shares of Santander México not held by the Santander Group (equal to 25% of the share capital) in an exchange offer. Santander México's shares are traded on the Bolsa Mexicana de Valores ("BMV"), and, by means of American Depositary Shares ("ADS") each representing 5 shares, on the New York Stock Exchange ("NYSE").The shareholders of Santander México will receive (a) 0.337 Banco Santander shares for each share held, or (b) 1.685 Banco Santander ADSs for each ADS. After the transaction, new Ba...

Expert Corporate Governance Service (ECGS)

Rémy Cointreau, 24 July 2019

ITEM 13: The Company’s lack of disclosure is quite obvious regarding the remuneration policy for 2019-2020: it discloses neither amounts nor structure at stake. This kind of behaviour, for such a large capitalisation company, is regrettable. ITEM 15: The Company’s disclosure on remunerations did not improve. It still does not disclose annual bonus criteria weightings and achievement rates. This practice is now quite common among the SBF120 companies and the company should have drawn on it.

Expert Corporate Governance Service (ECGS)

Land Securities, 11 July 2019

Item 2: Approve the Remuneration Report The structure is generally satisfactory. The main concern is that the use of qualitative criteria for the annual bonus exceeds guidelines and disclosure of performance targets for the STI is poor. For the second year in a row, a bonus has been paid, though the Company has made a loss for the year. The quantum is excessive. Therefore, we recommend shareholders oppose. Item 21: Approve the new Articles of AssociationWhile there have been no concerns identified with the majority of the proposed changes, the Company has included a provision which would allo...

Expert Corporate Governance Service (ECGS)

Marks and Spencer, 09 July 2019

Item 2: Approve the Remuneration ReportThe structure is unsatisfactory as the maximum bonus exceeds guidelines, qualitative criteria exceed guidelines, accelerated vesting is possible, and benefits were excessive. However, the salary is not excessive in comparison and total remuneration was not excessive as no bonus was paid for the year. On balance, we recommend that shareholders approve this resolution. Item 2: Declare a dividendShareholders may wish to note that, on 27 February 2019, the Company amended its dividend policy to reduce the dividend per share by 40% to a sustainable level, whi...

Expert Corporate Governance Service (ECGS)

BT Group, 10 July 2019

Key concernsThe Company has identified weaknesses in its internal control system. The Companyns auditor has expressed an adverse report on the design and operating effectiveness of the Companyns internal control over financial reporting in the Form 20-F, and has identified a significant risk of fraud in the area of long term customer contracts in Global Services and Enterprise, identifying weaknesses in the design of controls. The Company has dismissed its CEO during the year under review. Mr Patteron resigned as Chief Executive on 31 January 2019. Following his departure, Mr Jansen was appoin...

Expert Corporate Governance Service (ECGS)

Kingfisher, 09 July 2019

Item 3: Approve the remuneration policyThe structure is unsatisfactory. Though it is weighted more towards rewarding long-term performance, there are serious concerns over the use of qualitative criteria. The annual bonus is entirely based on qualitative criteria of performance and the transitional LTI plan is also based on qualitative assessment of performance. Furthermore, with respect to the LTI, the maximum award size is excessive and part of the award is not dependent on performance conditions. Accelerated vesting in the event of a change of control is possible. We recommend shareholders ...

Expert Corporate Governance Service (ECGS)

Inditex, 16 July 2019

In item 6.a, it is proposed to re-appoint the Chairman-CEO Mr. Pablo Isla Álvarez de Tejera. The positions of Chair and CEO will be formally separated after the AGM, through the appointment of Mr. Carlos Crespo González as new CEO (item 6.c). However, the roles of control and management will not be separated, as Mr. Isla will keep the position of executive Chairman. Therefore, we recommend opposition. In item 9, the Board proposes to approve a long-term incentive plan for the 2019-2022 period. The incentive will be paid 60% in shares and 40% in cash and capped at approximately 200% of executi...

Expert Corporate Governance Service (ECGS)

3i Group, 27 June 2019

Item 2: Advisory vote on the Remuneration Report The structure is not satisfactory. The main concern is that incentive pay is not weighted more heavily towards long-term performance. Furthermore, both potential and actual incentive pay was excessive and exceed ECGS guidelines. Alignment with performance has not been definitively demonstrated, given disclosure on bonus targets and clarity over the remuneration committee's level of discretion in determining the bonus. We recommend shareholders oppose. Items 13 and 14: Appoint the auditors and authorise the board to determine the auditors' remun...

Expert Corporate Governance Service (ECGS)

Ubisoft, 02 July 2019

ITEM 5: The Company’s disclosure on its Chairman and CEO's annual bonus is one of the best in the SBF120 as it not only clearly discloses targets that need to be achieved in 2018-2019, but also targets that will have to be achieved in 2019-2020. In addition, amounts are acceptable and structure is quite similar to our recommendations. Thus, we support item 5 ITEM 6: Changes proposed for the 2019-2020 Chairman and CEO’s remuneration policy are a 3%-increase of the fixed remuneration and the addition of a CSR criterion to the annual bonus. The 3%-increase of the fixed remuneration increases all...

Expert Corporate Governance Service (ECGS)

Alstom, 10 July 2019

ITEM 7: The Company proposes to implement a non-compete clause of 2 years compensated by 18 months of annual remuneration. The company decreased the amount to be granted compared to the non-compete clause that was put to vote in the frame of the Siemens operation, which we appreciate. However, the amount proposed still exceeds our 12-month ceiling. Thus we cannot support it. ITEM 9: The 2018/19 Chairman and CEO remuneration could have been acceptable if the company had heard shareholders’ concerns regarding the LTI performance conditions. Indeed, one of the criteria (the TSR) still allows for...

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