Report
Expert Corporate Governance Service (ECGS)
EUR 492.40 For Business Accounts Only

Etude de l'AG du 26/04/2017

This year, the company proposes the shareholders to vote on the 2016 remunerations of Jean Laurent (Chairman of the Board of Directors), Christophe Kullmann (CEO) and Olivier Estève (Deputy-CEO), and also a vote on the 2017 remuneration policy for those representatives for the first time and as part as the new "Sapin II" law.

Regarding the 2016 remunerations, the Company’s communication lacks of transparency about the objectives and realisation rates of the annual bonus criteria and for the performance criteria of the Long-Term Incentives. The remuneration policies for 2017 do include neither the amounts, nor the ceilings for the different types of remunerations.
Furthermore, the Company implements, for his executives, remuneration policies which have important structure problems and which do not respect the ECGS principles.
Accordingly, we recommend the opposition for all of these resolutions.

Besides, the structure of the Executives’ variable remunerations is evaluated on the basis of “per share” financial criteria, which leads us to recommend opposing the authorization of a treasury share buy-back program (resolution 15) as well as the authorization of issued share capital reduction (resolution 17).

Finally, the Board of Administrators of Foncière des Régions is not predominantly free of conflicts of interests (independence rate of 40%), which led Proxinvest to be opposed to most of the re-elections of administrators this year, and also because of the high absenteeism rate of those candidates.

Underlying
Covivio SA

Fonciere des Regions is a long-term real etaste investor with a focus on office assets. Co.'s portfolio includes investment properties and properties under development. Co. holds a range of real estate assets, to collect lease payments and benefit from appreciation in the assets held. Co.'s activities can be divided into five segments: Office Markets in France; Office Markets in Italy; Logistics; Business Premises; and Car Parks.

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.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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