Etude de l'AG du 25/04/2017
Following the resignation of Albert Frère in 2016, the two managing directors, Ian Gallienne and Gérard Lamarche were named Co-CEOs.
New nominees to the board this year include Jocelyn Lefebvre a representative of Power Financial BV and Laurence Danon Arnaud, unfortunately only one of whom is independent. Given the absence of a majority independence on the board (28%), we are unable to support the election of Jocelyn Lefebvre to the board (Resolution 5.1.2).
Although we note that, the following the election of Laurence Danon Arnaud, there will be one additional independent member on the board (5 directors as opposed to 4).
Given our concerns regarding independence on the board we are unable support the reelection of the Victor Delloye, Amaury de Seze, and Arnaud Vial (Resolutions, 5.2.1, 5.2.3 and 5.2.5, respectively).
Furthermore, we note our concern with the excessive nature of the remuneration and its structure which is more heavily weighted towards the short term, as such we recommend that shareholders withhold their support of the remuneration policy (Resolution 6) as well as their support from the authority to grant share options in Resolutions 7.1 and 7.2
Groupe Bruxelles Lambert is a holding company. Through its subsidiaries, Co. operates through the following segments: Imerys, which consists of the Imerys group that operates in four business lines of energy solutions and specialties, filtration and performance additives, ceramic materials, and high resistance minerals; and Financial Pillar, which includes, on the one hand, under investment activities, the companies Sienna Capital, Ergon Capital Partners (ECP), ECP II, ECP III, PAI Europe III, Sagard, Sagard II and Sagard III, Kartesia and Merieux Participations I and II and, on the other hand, under consolidated operating activities, the operating subsidiaries of ECP III.
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