Expert Corporate Governance Service (ECGS)
EUR 508.94 For Business Accounts Only

Etude l' AG du 20/07/2017

The Company has paid a dividend in respect of the financial year, however no resolution to approve the distribution has been proposed at the general meeting.
Item 3: Approve the Remuneration Policy. There are no major changes proposd to the Remuneration Policy.  However, there are concerns over the structure as the maximum bonus exceeds guidelines and total variable remuneration is excessive (up to 1000%. of base salary). This is espeically the case as the bonus relies on only one performance metric, which also determines the award of the majority of performance shares and matching shares.
Item 7: Re-elect Luiz Fleury. He serves a non-independent member of the Audit Committee and Chairman of the Remuneration Committee , which does not meet UK best practice or ECGS guidelines.
Item 11: Re-elect the Chairman. The director was not considered independent upon appointment as he formerly served as CEO of the Company.  ECGS questions the practice where the CEO becomes the Chairman of the Board or supervisory Board. While this may provide continuity, it risks causing difficulties in respect of the Board's supervisory function and may inhibit an objective assessment of management and strategy and of the initiatives of the successor CEO.

Experian Group

Experian is an information services group. Co. has four businesses: Credit Services, which collects data to analyze the credit histories of people and businesses, sorting through information about the credit they applied for and how they repaid the credit; Decision Analytics, which combines Co.'s data with data from its clients and third parties, and uses software and analytics to access, organize and analyze this data to help its clients to minimize the risk of fraud; Marketing Services, which helps Co.'s clients to plan, build and deliver their marketing campaigns; and Consumer Services, which, among others, monitors the information in people's credit reports for suspected fraud patterns.


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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