Proxy Report - 19/04/2018
ITEM 5 TO 11
This year, the Company proposes that shareholders vote on the 2017 (“ex-post”) remuneration and 2018 (“ex-ante) remuneration policy of Jean Laurent (Chairman of the Board of Directors), Christophe Kullmann (CEO), Olivier Estève and Dominique Ozanne (Deputy-CEOs) in line with the new "Sapin II" law.
Regarding the 2017 remuneration, the Company's communication lacks transparency about the objectives for the performance criteria of the Short and Long-Term Incentives
STI and LTI), even if we appreciate that past achievement rates are disclosed. The remuneration policies for 2018 include neither the amounts, nor the ceilings for the different types of remuneration. Finally, we disagree with the valuation method used for the 2017 performance shares.
Furthermore, the Company implements, for its executives, remuneration policies with significant structural problems (balance between STI and LTI) which do not respect the ECGS principles.
Accordingly, we recommend that shareholders oppose all of these resolutions.
ITEM 18 AND 20
Moreover, the structure of the executive variable remuneration is evaluated on the basis of “per share” financial criteria, which leads us to recommend opposing the authorization for a treasury share buy-back program (resolution 18) as well as the authorization to cancel shares (resolution 20).
ITEM 12 AND 13
Finally, the Board of Directors of Foncière des Régions is not predominantly independent (independence rate of 40%) and some directors have exhibited a high level of absenteeism. Accordingly, we oppose the re-elections of directors this year.
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.
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