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Charles Pinel

Global Bioenergies - Assemblée Générale des actionnaires du 5 Septembre 2019

Il est proposé de modifier les statuts afin de créer la fonction de censeur et de nommer à ce poste le groupe L’Oréal, via son fonds d’investissement BOLD Business Opportunities for L’Oréal Development, qui a participé à une augmentation de capital en juin 2019 lui permettant de devenir le premier actionnaire de la société avec 17,3% du capital et des droits de vote. Bien qu'il soit légitime que le principal actionnaire de la société siège au conseil, le choix d'y figurer en tant que censeur ne sera pas soutenu. En effet, Proxinvest n'est pas favorable à la présence d'un censeur au sein du co...

Charles Pinel

Auréa - Assemblée Générale des actionnaires du 6 Septembre 2019

Il est proposé une offre publique de rachat auprès de tous les actionnaires de la société au prix de 6,50 € portant sur 18,84% du capital. Selon la société, cette offre constitue une opportunité offerte aux actionnaires de céder leurs actions avec une prime et de trouver une liquidité que le marché ne leur offre pas aujourd’hui. Il est positif de donner aux actionnaires la possibilité de céder leurs actions. Cependant, cette opération d'OPRA pose la question de l'absence de projets d'investissements rentables identifiés par la société. Par ailleurs, le problème de liquidité soulevé semble inc...

Expert Corporate Governance Service (ECGS)

Merlin Entertainments - 03 September 2019

On 28 June 2019, the Company announced that it has entered into an agreement with Motion Acquisition Ltd pursuant to which Motion Acquisition Ltd will acquire the entire issued and to be issued share capital of the Company, other than the Company shares owned or controlled by Kirkbi. Motion Acquisition Ltd is owned by Kirkbi, a wholly owned subsidiary of KIRKBI A/S, the private holding and investment company of the Kirk Kristiansen family which manages the LEGO brand, private equity giant Blackstone Core Equity Partners and Canadian pension fund CPPIB. The announcement comes just weeks after...

Expert Corporate Governance Service (ECGS)

Tele2 - EGM 22 August 2019

Under ITEM 7, the board of directors seeks approval to distribute an extraordinary dividend of SEK 6.00 per share. Although the proposed extraordinary dividend is covered by the proceeds of the divestment of Tele2’s equity stake in Kazakhtelecom (approx. SEK 1.6 billion), the repayment of the shareholder loan (SEK 2.1 billion) and the merger of the Company’s Dutch operations (SEK 1.9 billion), ECGS has general concerns over Tele2’s profit distribution and dividend policy. ECGS notes that dividends have been uncovered by EPS and/or FCF for five of the past 6 years. In addition, the Company has ...

Charles Pinel

Cegedim- Assemblée Générale des actionnaires du 30 Août 2019

Il est proposé aux actionnaires de nommer Catherine Abiven comme membre du Conseil d'administration. Cette proposition a pour objet de respecter la loi en matière de parité au sein du Conseil d'administration. En effet, celui-ci compte actuellement 3 femmes, soit un taux de seulement 33%, en raison du départ de 2 femmes en mars 2018. Cependant, au regard de la durée du mandat (6 ans) et du manque d'une majorité de membres libres d'intérêts au Conseil, nous recommandons l'opposition à la proposition (résolution 1).

Charles Pinel

Société L.D.C., Assemblée Générale du 28 Août 2019

Gérard Chancereul, âgé de 81 ans, fondateur de LDC dont la famille détient 17,67% du capital et 20,32% des droits de vote, ancien dirigeant et actuel Président du conseil de surveillance n'a pas sollicité le renouvellement de son mandat. La société a indiqué à Proxinvest que le futur Président du conseil sera nommé lors de la séance du conseil qui se tiendra à l'issue de l'assemblée générale du 22 août 2019 et qu'à ce jour, il n'y a qu'un candidat qui est André Delion. Le conseil de surveillance devrait donc être ainsi présidé par un membre libre de conflits d'intérêts potentiels (voir résolut...

Expert Corporate Governance Service (ECGS)

Investec Plc, 08 August 2019

The Company operates a dual listed company structure. Standard UK shareholder rights apply to Investec plc shareholders. Investec Ltd is incorporated and listed in South Africa. A Special Voting Share enables the shareholders of Investec plc to vote on the resolutions proposed at meetings of Investec Ltd, and has the equivalent number of votes as the number of ordinary shares in issue of Investec Ltd as at the meeting date.  For this reason, we have provided voting recommendations for those resolutions proposed to Investec Plc shareholders and Investec Ltd shareholders. Leadership The Compan...

Expert Corporate Governance Service (ECGS)

National Grid, 29 July 2019

National Grid locked out over 1,200 United Steelworkers (USW) workers in Massachusetts, USA on June 25, 2018 after their contracts expired and an agreement on issues such as pensions, healthcare and contracted work was not reached. The workers went without pay, and many without healthcare as well, until re - instated in January 2019. The dispute at large was over the change of pension from defined benefit plans to defined contribution and 401(k) plans. The lockout cost the Company £1 million a day. Please see the attached report for further details. The Company is also facing litigation regard...

Expert Corporate Governance Service (ECGS)

Halma, 25 July 2019

Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.

Expert Corporate Governance Service (ECGS)

United Utilities, 26 July 2019

Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...

Expert Corporate Governance Service (ECGS)

Experian, 24 July 2019

Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...

Expert Corporate Governance Service (ECGS)

Vodafone Group, 23 July 2019

Leadership changes Vittorio Colao was succeeded by Nick Read who was appointed Chief Executive Designate on 27 July 2018 and became Chief Executive on 1 October 2018. Margherita Della Valle joined the Board as Chief Financial Officer on 27 July 2018. Item 15: Advisory vote on the Remuneration ReportThe structure is unsatisfactory. The maximum bonus and total incentive pay exceed guidelines. The quantum for the year was excessive. Pay weighted more towards rewarding long-term performance, but there are overlapping performance conditions as free cash flow was used for both the STI and LTI. A b...

Expert Corporate Governance Service (ECGS)

British Land Co, 19 July 2019

Item 2: Approve the Remuneration ReportThe structure is unsatisfactory as the use of qualitative criteria exceeds guidelines and the pension is excessive. Qualitative criteria slightly exceeds ECGS guidelines. There is no disclosure of targets of the metrics for the STI and a bonus was paid though the Company made a loss for the year. A recruitment award was paid during the year. We recommend shareholders oppose. Item 3: Approve the Remuneration PolicyGiven that the pension contribution will be reduced to within ECGS guidelines, the main concern at the Company is the use of qualitative criter...

Expert Corporate Governance Service (ECGS)

Linde, 26 July 2019

The Company was formed in October 2018 by the merger of Linde AG of Germany and Praxair of the United States through an all-stock merger transaction. The new holding company is listed on both the New York Stock Exchange, Frankfurt Stock Exchange and the London Stock Exchange. The new holding company is incorporated in Ireland while its principal governance activities, including board meetings, will primarily be based in the UK.  Items 1a - 1l: Re-elect the Board of Directors The Board of the company is currently comprised of twelve directors, six of whom are former Praxair directors, includin...

Expert Corporate Governance Service (ECGS)

Mediclinic, 24 July 2019

Controlling shareholderShareholders should note that, unlike most UK companies, Mediclinic has a controlling shareholder. Remgro Ltd. owns 44.56% of the share capital. There is a relationship agreement in place whereby Remgro Ltd is entitled, for every 10% of the issued share capital held, to appoint a director to Board, up to a maximum of three. The appointment of a third director is subject to the Board maintaining a majority of independent Non-Executive Directors. Item 2: Advisory vote on the Remuneration ReportThe structure is satisfactory. Remuneration is weighted more towards rewarding ...

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...

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