ENGIE - AGM and EGM 17 May 2019
Jean-Pierre Clamadieu took over as Chairman of the Board of Directors in May 2018, replacing Gérard Mestrallet, who was appointed Honorary Chairman. As Isabelle Kocher remains Chief Executive Officer, the separation of functions of Chairman and CEO is maintained. ECGS also notes that the Board of Directors now has only 14 members, compared to 19 previously.
The French State, main shareholder, appoints by decree a representative (position currently vacant) and proposes two directors elected by the general meeting against three previously. Although the government is not over-represented on the Board, the lack of independence of the Board will not allow ECGS to approve the renewals of the two members that are proposed. Hence, we recommend to oppose to resolutions 8 and 9.
Concerning the remuneration, since the amounts are controlled, we will approve the remuneration of the Chairman (resolutions 10 and 12). The Chief Executive Officer's compensation also reaches reasonable amounts but is characterized by the possibility of vesting performance units in the event of underperformance. Unfortunately, the changes made to the remuneration policy for 2019 are not significant enough to remedy this problem. Accordingly, ECGS recommends to oppose to resolutions 11 and 13.
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.
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