Expert Corporate Governance Service (ECGS)
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Bouygues - AGM and EGM 25 April 2019

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 seats for a shareholding of 21.6% of the capital). In addition, one candidate for renewal has too many mandates and another attended only 71% of the Board meetings in 2018. Finally, the process for appointing employee shareholder representatives is not satisfactory because it is not completely independent of management. This grievance is all the more crucial because of the importance of employee share ownership within Bouygues (19% of the share capital and 26% of the voting rights) (resolutions 12 to 19)

 Bouygues is one of the few CAC 40 companies to offer its shareholders the use of anti-takeover mechanisms by maintaining capital increase authorisations and issuing Breton warrants during the offer period. ECGS has long opposed these practices and we recommend opposition to resolutions 22, 24 to 30 and 34).

Bouygues S.A.

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


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