Report
Expert Corporate Governance Service (ECGS)
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Bouygues – AGM 23 April 2020

Due to the impact of the Covid-19 epidemic on its various businesses, Bouygues informed the financial markets at the end of March and beginning of April 2020 that its targets announced when the 2019 annual results were published could not be met and decided not to propose a dividend. "A Board of Directors will meet in August to reassess the situation and analyse the appropriateness of proposing the distribution of a dividend in respect of 2019". In a vision of long-term responsible investor, this decision is supported by ECGS (resolution 3).

 

The Board of Directors has an insufficient number of members free of conflicts of interest and the Bouygues family is over-represented (30.8% of the seats for a 21.2% stake in the capital). Under these conditions, the renewal of Alexandre de Rothschild's term of office as director cannot be accepted (resolution 12).

 

Bouygues is one of the few CAC 40 companies to propose to its shareholders the use of anti-takeover measures by maintaining the authorisations to buy back shares (resolution 14) and issue Breton warrants (resolution 16) during the offer period, despite the opposition of minority shareholders (opposition rates of 20.2% and 23.4% respectively in 2019). ECGS has long opposed these practices and we recommend the opposition.

Underlying
Bouygues SA

Bouygues is a global industrial group engaged in designing, building and operating structures in public and private buildings, transportation infrastructure and energy and communication networks. Co. operates in three sectors - Construction (Bouygues Construction, Bouygues Immobilier and Colas), Media (TF1) and Telecom (Bouygues Telecom). Construction is engaged in the design and maintenance of projects in the areas of building, civil works, energies and services; Media offers activities covering the audiovisual sector; and Telecom offers mobile broadband services and prepaid card services for smart phones, as well as a range of services including telemessaging, voice mail and WAP

Provider
Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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