Expert Corporate Governance Service (ECGS)
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Colruyt - Proxy report - 26/09/2018

In general, Colruyt is in compliance with the Belgian regulations relating to the organisation and procedures of the Annual General Meeting.

Under ITEM 1, approval is sought for the report of the board of directors. Since ECGS has serious concerns over (executive) compensation and corporate governance at Colruyt, it recommends to vote OPPOSE.

Under ITEM 2, the board of directors seeks approval for the Company's remuneration report. In light of insufficient disclosure and other concerns with regard to the executive compensation package, ECGS recommends to vote OPPOSE.

Under ITEM 5, approval is sought for an allocation of profit (so-called 'stability allowance') to the Company's reference shareholders. In ECGS' view, this stability allowance is nothing but extraordinary dividend to two of Colruyt's major shareholders: N.V Korys and Sofina N.V. As a matter of principle, ECGS strongly supports the principle of fair and equal treatment of all shareholders in dividend distributions. As this principle is not respected, ECGS recommends to vote OPPOSE.

In light of insufficient independent representation on the board of directors ECGS recommends to vote OPPOSE to the (re-)election of: Mr. Jef Colruyt (ITEM 7a) and N.V. Korys Business Services III (ITEM 8).


Etablissements FR Colruyt is engaged in wholesale, food service, distribution of fuels, production of electricity and digital printing. Co. has three operating segments: retail, which relates to stores under Co.'s own management which directly sell to retail customers and bulk consumers; wholesale and foodservice, which supplies to wholesalers, commercial customers and affiliated independent merchants; and other activities, which operates gas stations, engaged in printing and document management and provides alternative energy.


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