Groupe Bruxelles Lambert - AGM 23 April 2019
ITEM 4, 5.6: we note that the Company fails once again to disclose the date on which the current statutory auditor, Deloitte Reviseurs d'Entreprises, was appointed. According to the oldest Annual Report available on Company’s website (2007), Deloitte was already the Company's statutory auditor at that time. Hence, we cannot support both proposals concerning the discharge and the renewal of Deloitte's mandate.
ITEM 5.2.1, 5.2.2: Given our concerns regarding independence on the board (25% only), we oppose to the elections of Xavier Le Clef and Claude Généreux.
ITEM 5.4.2, 5.4.4, 5.4.5, 5.4.6: Given our concerns regarding independence on the board (25% only), we oppose to the re-elections of Paul Desmarais Jr., Cédric Frère, and Gérard Lamarche.
The number of directors seems excessive, diluting the independence of the Board with only 25% (5 out of the 20 directors are considered independent by ECGS guidelines).
Furthermore, we reiterate our concerns with the excessive remuneration, as such we recommend that shareholders oppose the remuneration policy (item 6) as well as the authority to grant share options in items 7.1, 7.2, 7.3, 7.4 and 7.5.
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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