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Expert Corporate Governance Service (ECGS)

Hermes International - AGM and EGM 04 June 2019

ITEM 10: Although the board does not comprise a majority of independent members, Julie Guerrand is the most legitimate representative of the main shareholder as she is its Chairman. Thus, we recommend approval.  ITEMS 7 and 8: Axel Dumas’ additional remuneration is indexed to the Group’s revenue, but only in an upward direction. If the company underperforms, executive will not be impacted. This is not acceptable. Moreover, Emile Hermès SARL’s total remuneration reached €9.6 M in 2018, which widely exceeds the median CAC 40 executives and represents 458 times the French minimum wage (SMIC), wh...

Expert Corporate Governance Service (ECGS)

Ipsen -AGM and EGM 28 May 2019

The majority of the Board is not composed of independent members. Consequently, among the proposed renewals, only the Chairman of the Board will be supported due to the separation of functions with the Executive Management (resolutions 5 to 7). With regard to the 2018 remuneration of the CEO, the failure to communicate the achievement rates of each of the financial criteria related to the bonus constitutes a fundamental flaw for ECGS. In addition, the allocation of performance shares is based on criteria that cannot be verified and are calculated over a period of only two years, which is insu...

Expert Corporate Governance Service (ECGS)

Repsol - AGM 30 May 2019

The Annual General Meeting will be held foreseeable on the second call on May 31st, 2019, at 12 p.m.  The re-election of the Chairman is proposed in item 10.  Mr. Antonio Brufau Niub has served on the Board since 1996 and has been Chairman for fifteen years. Prior to serving as Chairman, he served as CEO of the Company and Executive Chairman. There are concerns that his fixed fees of EUR 2.5 million per year imply that he continues to perform some executive functions.  Furthermore, ECGS guidelines do not support the appointment of a former CEO as Chairman.  This can undermine the Boardns supe...

Expert Corporate Governance Service (ECGS)

Prysmian - AGM 05 June 2019

The AGM was originally called on April 17, but the Board resolved to postpone it to June 5, to analyse the impacts on the financial statements of technical faults in the WesterLink submarine interconnection of April 8. The Agenda is identical to that of April 17, but the Board resolved to withdraw the proposed amendments to long-term incentive plans (item 7 in the April's AGM Agenda). In item 2, the Board proposes to distribute a dividend of € 0.43 per share on 2018 results, unchanged despite the € 72 million reduction in net income after the restatement of 2018 financials. We regret that the...

Expert Corporate Governance Service (ECGS)

Gerresheimer - AGM 06 June 2019

General: Gerresheimer is a leading global partner to the pharma and healthcare industries. The Company's product portfolio includes pharmaceutical packaging and products for the administration of medicines: insulin pens, inhalers, micro pumps, prefillable syringes, injection vials, ampoules, bottles and containers for liquid and solid medicines with closure and safety systems as well as packaging for the cosmetics industry. Its international business is split into three divisions: Plastics & Devices, Primary Packaging Glass and Advanced Technologies. As of 24 April 2019, NN Group N.V. and Sti...

Expert Corporate Governance Service (ECGS)

Faurecia - AGM and EGM 28 May 2019

The mandates of the statutory auditors are coming to an end. It is therefore proposed to renew the mandate of Ernst & Young and to approve the appointment of Mazars to replace PriceWaterhouseCooper. The latter will be supported, but the renewal of Ernst & Young in office for 36 years will not be supported.  Of the five appointments and cooptations proposed, only two will be supported. Indeed, three candidates are considered as non-independent by ECGS while the Board presents a majority of members who are not free of potential conflicts of interest (resolutions 7 to 11).  The main change in t...

Expert Corporate Governance Service (ECGS)

SMTPC (Société Marseillaise du Tunnel Prado-Carénage) - Assemblée générale des actionnaires du 28 mai 2019

Cette année encore, Proxinvest attire l'attention sur la très grande opacité des rémunérations des dirigeants. En effet, la société communique seulement les montants versés lors de l'exercice 2018 et non les montants dus. De plus elle ne donne aucune information sur le mode de détermination de la part variable de la rémunération : ni le bonus cible et maximum, ni les critères de performances. Enfin, la rémunération n'inclut pas de rémunération long-terme, ce qui est dommageable et risque de ne pas stimuler l'engagement des dirigeants sur le long terme. Il est très appréciable que la société ai...

Expert Corporate Governance Service (ECGS)

Bollore - AGM and EGM 29 May 2019

Vincent Bolloré resigned from his office as Chairman and Chief Executive Officer on March 14, 2019.  Cyrille Bolloré was appointed Chairman and Chief Executive Officer on the same day.  ITEMS 23 and 24: the company did not improve its disclosure on amounts granted as it still does not disclose performance criteria of Cyrille Bolloré's annual bonus.  ITEM 27: Although we strongly appreciate that the company discloses the fixed remuneration of Cyrille Bolloré as Chairman and CEO as of 14 March 2019, we note that the company does not exclude to grant him any other fixed remuneration for any oth...

Expert Corporate Governance Service (ECGS)

Intertek Group - AGM 23 May 2019

Item 2: Approve the Remuneration Policy The changes proposed to the Remuneration Policy are acceptable given ECGS guidelines.  However, there are ongoing concerns with the remuneration policy. The maximum bonus exceeds guidelines, accelerated vesting is possible and benefits are excessive.  The LTI is 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.  Accordingly, we recommend that shareholders oppose this resolution.  Item 3: Approve the Remuneration Report The...

Expert Corporate Governance Service (ECGS)

BioMérieux - AGM and EGM 23 May 2019

ITEMS 5 to 7: The Company seeks shareholder approval of various new regulated agreements. ECGS notes that these agreements are in separate resolutions, which allows shareholders to vote on each one of them. However, we regret that the previous agreements that are still ongoing, are not subject to shareholder approval.  ITEM 9: After the Annual General Meeting, the number of Board members will be decreased from 11 to 9. Although the Mérieux family holds 59% of the capital and the board will still be composed by a majority of members that are not considered independent. This leads ECGS to OPPOS...

Expert Corporate Governance Service (ECGS)

Publicis Groupe - AGM and EGM 29 May 2019

ITEM 10: The remunerations granted to Mr. Sadoun in 2018 are quite balanced and the amounts are reasonable. Despite certain breaches concerning the Company’s disclosure regarding the weightings of the EPS and TSR criteria for calculating the bonus, the bonus seems aligned with the Company’s performance. Furthermore, criteria for the exceptional performance share plan related to the strategic plan “Sprint to the Future” are quite demanding and, especially, there is no grant if performance is below the median (which was not the case for the previous plans). Accordingly, we recommend to approve. ...

Expert Corporate Governance Service (ECGS)

Aviva - AGM 23 May 2019

Leadership Mr. Mark Wilson stepped down as CEO on October 8, 2018 and Mr. Maurice Tulloch was appointed on March 4, 2019.  Mr. Adrian Montague served as Executive Chairman during the search for a new CEO. He is now serving as non-executive Chairman again.  Item 2: Approve the remuneration report The structure is unacceptable as the maximum bonus exceeds guidelines and accelerated vesting is possible. Disclosure prevents evaluation of whether the use of qualitative criteria exceeds guidelines and whether the bonus payout is adequately aligned with performance. Both the STI and LTI use EPS as...

Expert Corporate Governance Service (ECGS)

Legal & General - AGM 23 May 2019

Item 16: Approve the Remuneration Report The structure is considered unsatisfactory as the use of qualitative criteria for the bonus exceeds guidelines and accelerated vesting is possible.  The quantum is not considered excessive for the year. However, there are concerns over the performance measures for the LTIP as it is currently overly reliant on EPS, though we welcome that it is no longer linked with dividend payouts.  EPS also determines 12.5% of the bonus. Over-reliance on EPS could result in management making decisions to maximize profits for the short term, often at the expense of lon...

Expert Corporate Governance Service (ECGS)

Informa - AGM 24 May 2019

Item 2: Approve the Remuneration Report The bonus is at the ECGS guidelinesnlimit, but will be increased to above the limit for 2019.  Accelerated vesting is possible and benefits exceed guidelines.  An additional LTI award was made during the year.  Variable remuneration exceeds guidelines. Both the STI and 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)

Capgemini - AGM and EGM 23 May 2019

The Board of Directors will have one additional director and will increase from 13 to 14 members. Two nominations are proposed and will be supported as the candidates are independent (resolutions 10 and 11). The company's disclosure is in line with the CAC 40's best practices. However, the total amounts of the Chairman and CEO's compensation are excessive, exceeding our limit, due in particular to a very high fixed compensation. There are no changes in the compensation policy for 2019. Therefore, we recommend to oppose to resolutions 5 and 8. The compensation of the two Deputy CEO - one of w...

Expert Corporate Governance Service (ECGS)

Transgène - Assemblée Générale des actionnaires du 22 mai 2019

Proxinvest attire l'attention des actionnaires sur différents points : Tout d'abord les rémunérations attribuées et attribuables au Président Directeur Généraet Directeur Général Délégué manquent clairement de transparence. L'actionnaire ne peut pas appréhender l'exigence des rémunérations variables. (Résolutions 6 à 9) Ensuite les conventions réglementées semblent désavantageuses pour les actionnaires minoritaires, ce qui entraine une recommandation de vote négative sur le rapport présenté en résolution 15. Nous signalons l’élection de Mr Hedi Ben Brahim en remplacement de Mr Alain Mérieux...

Expert Corporate Governance Service (ECGS)

Valeo - AGM and EGM 23 May 2019

GOVERNANCE  It is proposed to renew the term of office as director of Jacques Aschenbroich, Chairman and Chief Executive Officer, aged 64. Although ECGS is opposed to the combination of the functions of Chairman of the Board and Chief Executive Officer, the resolution will be supported because the Board has decided to implement the dissociation of functions during the two years following this renewal (resolution 6).  In addition, two new independent directors will join the Board (resolutions 7 and 8).  REMUNERATION  In the context of a very difficult year, the 2018 bonus of Jacques Aschenb...

Expert Corporate Governance Service (ECGS)

Somfy SA - Assemblée Générale des actionnaires du 22 Mai 2019

Pour la deuxième année la société soumet au vote de ses actionnaires les rémunérations attribuées au titre de l'exercice passé. Bien que la société communique clairement les montants attribués, certains éléments permettant une parfaite compréhension de ceux-ci manquent, notamment le taux de réalisation de chacun des critères du bonus annuel. Par ailleurs, bien que la société n’ait pas attribué d’actions gratuites à ses dirigeants en 2018, la politique de rémunération prévue pour 2019 demeure inchangée: les critères d’attribution ne peuvent pas être considérés de long-terme puisque les perform...

Expert Corporate Governance Service (ECGS)

Fresnillo - AGM 21 May 2019

Item 3: Advisory vote on the Remuneration Report The structure is not weighted to rewarding long term performance as there is no LTI. Furthermore, there are a number of metrics used for the STI for which alignment of pay with performance is difficult to demonstrate as they may be difficult to measure.  Nevertheless, as the quantum is moderate, we recommend shareholders vote in favor.  Item 16: Approve the Remuneration Policy There are ongoing concerns with the remuneration policy.  In particular, pay is not aligned with long-term performance as there is no LTIP.  Additionally, no part of th...

Expert Corporate Governance Service (ECGS)

Antofagasta - AGM 22 May 2019

Item 1: Approve the Report and Accounts Shareholders should note that having a CEO below Board level causes ambiguity over who is running the Company from a regulatory perspective as UK Company law requires the directors to sign off on the accounts.  In addition, shareholders have no voting power in relation to the annual re-election of the CEO and, therefore, have limited power to express their opinion on the appointment, performance and remuneration of the CEO.  Item 2: Approve the remuneration report The structure is considered acceptable and is weighted more heavily towards long-term pe...

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