Select criteria to filter your search results
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)

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)

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.

Pauline Delecourt

Rémy Cointreau, 24 Juillet 2019

La communication de la société en termes de rémunérations ne s’est malheureusement pas améliorée. En effet, la société ne communique ni les poids de chacun des critères du bonus annuel, ni les taux de réalisation de ces critères alors même que la pratique s'est généralisée au sein du SBF120 (indice auquel la société appartient). Puisque la société tient son assemblée générale près de 2 mois après le pic des assemblées générales du SBF120 (en raison de sa clôture d'exercice décalée), elle aurait dû, a minima, s'inspirer des meilleures pratiques observées depuis plusieurs années maintenant. Ce ...

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)

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 ...

Sainsbury, 04 July 2019

Item 2: Advisory vote on the remuneration report The structure is unacceptable. Although pay weighted more towards rewarding long-term performance, the difference is very slight. Additionally, the maximum bonus exceeds guidelines, accelerated vesting in the event of a change of control is possible, and qualitative criteria for the STI exceed guidelines. There is insufficient disclosure of targets for the annual bonus. Accordingly, we recommend that shareholders oppose this resolution.

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...

Loading...
New interest

Save your current filters as a new Interest

Please enter a name for this interest

Email alerts

Would you like to receive real-time email alerts when a new report is published under this interest?

Save This Search

These search results will show up under 'Saved searches' in the left panel

Please enter a name for this saved search

ResearchPool Subscriptions

Get the most out of your insights

Get in touch