Report
Expert Corporate Governance Service (ECGS)
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ENGIE– AGM 14 May 2020

Press release of 1/4/20 ():

- withdrawal of the 2020 targets

- cancellation of the 2019 dividend

ITEM 4: On 24 February 2020, Isabelle Kocher, CEO since 2016, stepped down. A €3.3 million transaction protocol was signed. ECGS cannot endorse the legitimacy of the €1,149,204 termination indemnity and the €250,000 compensation in lieu of notice due under the employment contract. The AFEP-MEDEF code does not recommend that the employment contract of an Executive officer be maintained and this maintenance was not voted on by the general meeting when she took up this position under the former article L225-42-1 of the French Commercial Code. Furthermore, the creation of shareholder value during Mrs. Kocher's term of office is well below the CAC 40 index. Finally, ECGSnvoting policy limits to one year's salary compensation any severance pay (including non-competition undertakings), whereas the total compensation of € 3.3 million represents 1.99 times her fixed + variable compensation for 2019. For these reasons, we recommend opposition to this agreement.

ITEM 18: The remuneration policy for the next CEO (currently under recruitment) does not include the amount of fixed remuneration, which is a reason for opposing this policy. However, in its convening notice brochure, the company indicates that "The fixed compensation proposed by the Board of Directors will be lower than the median compensation of this benchmark" (the benchmark used being the CAC 40 and the Euro Stoxx 50). With regard to this element (which tends to suggest that the amount of fixed compensation will remain reasonable), but also to the improvements made (reduction of the discretionary qualitative portion and the portion of long-term compensation is increased to 50% of total compensation), we support this new policy.

Underlying
ENGIE SA.

Engie is an industrial group, based in France, active in the fields of gas, electricity, energy services and the environment. Co. is an energy provider across the entire energy chain, in electricity and in natural gas, including: purchase, production and commercialization of natural gas and electricity; transport, distribution, management and development of major natural gas infrastructures; design and commercialization of energy services and environment-related services. Co.'s activities are conducted through five segments: Energy Europe, Energy International, Global Gas and LNG, Infrastructures, and Energy Services.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Expert Corporate Governance Service (ECGS)

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