Groupe Bruxelles Lambert – AGM 28 April 2020
Covid-19 Alert
As a precautionary measure, taking into account the exceptional situation linked to the coronavirus, the formalities of participation to the Meetings could be restricted following decisions by the public authorities or for security reasons. Shareholders are already invited to participate to the Meetings, as far as possible, by postal vote or by proxy addressed to the company.
Ordinary General Meeting
Item 5: Given our concerns regarding independence on the Board (29% only), we OPPOSE to the election of M. Ian Gallienne, CEO of the company.
Item 6-9: Remuneration report and remuneration policy are split in two items this year, but the absence of challenging performance conditions in the LTI of the executive remuneration is not in line with the ECGS policy. We OPPOSE.
Item 9.1: We recommend that shareholders OPPOSE the right for the CEO to exercise his options prior to the expiration of a period of three years in case of a change of control of the company.
Extraordinary General Meeting
Item 1.1: We recommend to OPPOSE to items concerning the renewal of authorization to acquire own and divest own shares: the size and absence of rationale for this repurchase is not in line with the best interest of shareholders.
Item 2.1: The proposal to introduce the double voting right is in opposition to the "one-share, one-vote principle" supported by ECGS. We OPPOSE.
Item 3.1: Proposal to renew the authorization granted to the Board of Directors to issue more capital up to 19 % without preemptive rights is in opposition to ECGS guideline (acceptable up to 10%).
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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