Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Flutter Entertainment – AGM 14 May 2020

On April 24 2020, The Stars Group announced that its shareholders approved the proposal to combine the business with Flutter Entertainment plc. On April 21, 2020, the shareholders of Flutter also approved the Arrangement. Accordingly, after the AGM, the "combined" board will comprise 15 members with 3 Directors from the Stars Group, its Executive Chairman and its CEO: respectively, Mary Turner, David Lazzarato, Alfred F. Hurley, Jr., Divyesh Gadhia and Rafael Ashkenazi. ECGS will support their elections.

 

Under ITEM 2: The Company seeks shareholder approval of the Directors'Remuneration Report. While the payout for the 2019 bonus of 132% respects our 150% limit, ECGS regrets that the bonus does not include any ESG-related performance conditions. The total variable remuneration was 433% of the base salary which does not respect our limit of 300%. Performance shares granted at 301% of annual base salary exceeded our 150% limit. However, in special circumstances where the base salary is lower than the comparison with the MSCI country and/or sector and performance conditions are very stretching, ECGS could then accept that the LTIP be up to 300% (from 150%) of the base salary (while the annual bonus should not exceed in any case 150% of the base salary), i.e. the total variable remuneration should never exceed 450% of the base salary. This is the case here. Accordingly, we recommend to APPROVE.

 

Under ITEM 5: The Company seeks shareholder approval, subject to and conditional upon completion of the combination having occurred, to increase maximum level of fees paid to non-executive Directors from €2,000,000 to €2,500,000 per annum. The proposed amount is above the median fees in both MSCI sector and country. Accordingly, we recommend to OPPOSE.

Underlying
Flutter Entertainment Plc

Paddy Power Betfair is a sports betting and gaming operator. Co. operates four sports betting and gaming brands: Paddy Power, Betfair, Sportsbet, and TVG. In addition, Co. operates across four operating divisions: Online, which is an online sports betting operator in the U.K. and Ireland; Australian, which is known as Sportsbet and is focused on sports betting, with products and marketing around national sports events; Retail, which operates Paddy Power betting shops across the U.K. and Ireland; and U.S., which consists of TVG, a horseracing TV channel and online pari-mutuel wagering operator active in over 30 states, and Betfair, an online casino and horse-racing Exchange in New Jersey.

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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