Report
Expert Corporate Governance Service (ECGS)
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Berkeley Group Holdings - AGM 4 September 2020

Item 2: Remuneration report

The executive incentive consists of only LTI which performance targets raise serious concerns. They are structured in a manner to offer so-called "all-or-nothing,pay package to executives. We welcome the introduction of two additional performance conditions but do not consider them robust enough. There should be a better alignment between Berkeley's KPIs and executive remuneration. The variable remuneration of 1333% of salary leads to dramatically excessive total remuneration figures. The CEO's pay is excessive regarding the Company’s size and scale, its sector and its performance.

Elections to the Board of Directors

The composition of the Board after the AGM is not in line with the UK Code and UK best practices.  The Board lacks independence while the Code recommends that the Board should consist of at least half non-executive directors, excluding the Chairman, determined by the Board to be independent. The Board comprises an excessive number of executives and, as a result of it, the Board size is dramatically large for the UK market. ECGS considers that the Board should not be so large as to be unwieldy. It should be just of sufficient size for the respective company so that the balance of skills and experience is appropriate for the requirements of the business and that changes to the Boardns composition can be managed without undue disruption. Gender diversity does not comply with our minimum of 30% of the Board.

Underlying
Berkeley Group Holdings plc

Berkeley Group Holdings is a holding company. Through its subsidiaries, Co. is engaged in residential-led property development focusing on urban regeneration and mixed-use developments. Co. focuses its development in London and the South of England markets.

Provider
Proxinvest
Proxinvest

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Analysts
Expert Corporate Governance Service (ECGS)

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