Eiffage - AGM 22 April 2020
ITEM 5: The Company proposes the re-election of Jean-François Roverato, former CEO, as director. Mr. Roverato is Vice-Chairman and Lead Director. The appointment of a former CEO as Lead Director does not satisfy our voting policy since a Lead Director (supposed to counterbalance the powers of a CEO) must be independent. We therefore appreciate that the Company indicates that Mr. Roverato will no longer be Lead Director at the end of this Meeting.
ITEM 10: The companyns disclosure on the 2019 remuneration of Mr de Ruffray is satisfactory; however, the performance condition of performance shares granted in 2019 cannot be supported. Not only does the absence of performance allow a 100%-vesting but, in addition, even with underperformance (up to a 50% decline in the share price), vesting is possible. This is not challenging and shows some surprising neglect coming from a company with Eiffagens size. Thus we do not support item 10.
ITEMS 8 and 9: The 2020 remuneration policy of the Chairman and CEO does not include any modification and its rejection would not have any consequence since it would then be the prior principles that would apply (and these are identical). Only a rejection of the remuneration report (resolution 9) would result in the obligation for the Board to propose a new remuneration policy and the suspension of directors' remuneration. In view of the weaknesses identified regarding the performance conditions of long-term remuneration, the remuneration policy for the CEO does not meet our principles and we therefore recommend opposition to this resolution 9.
Eiffage is a construction and concessions group. Co.'s operations are organized into five divisions. The Concessions and PPPs division is engaged in construction and operating of infrastructures under concessions and public private partnerships. Through the Construction division, Co. is engaged in building design and construction, property development and building maintenance. Through the Public works division, Co. is engaged in civil engineering, road construction, infrastructure maintenance and material production. The Energy division specializes in electrical contracting and air conditioning. Through the Metal division, Co. is engaged in metallic construction and services to industry.
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