Expert Corporate Governance Service (ECGS)
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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' remuneration The auditor's tenure exceeds our tenure limit of 10 years. Ernst & Young LLP have been the Groupns statutory external auditor since 1973, which was one year before the Group was listed on the London Stock Exchange. A tender for the audit role was undertaken during the year under review. A resolution will be proposed at the 2020 AGM for shareholders to approve the appointment of KPMG LLP. Although the concerns over the tenure of the auditor are mitigated by the tender held during the year and plans to rotate the auditor, three-year aggregate non-audit fees exceed guidelines. For this reason, we recommend that shareholders oppose both of these resolutions.

3i Group PLC

3i Group is an investment company with two complementary businesses: Private Equity, which invests in companies with an Enterprise Value of Euro100.0million to Euro500.0 at acquisition in its primary investment markets of northern Europe and North America; as well as Infrastructure, which invests in economic infrastructure and greenfield projects in developed economies, principally in Europe. Co.'s private equity business is focused on three sectors: consumer, industrial and business and technology services. Co. invests primarily in northern Europe and North America.


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