Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 25/04/2017

Item 2: Approve the Remuneration Report. The structure is not satisfactory on several points and is not weighted more towards rewarding long-term performance in normal circumstances. The payout appears to be adequately aligned with performance, but there is a strong overlap between the performance criteria used for the STI and the LTI. Accelerated vesting in the event of a change of control is possible and severance provisions exceed guidelines.

Item 14: Re-elect the Chairman. Mr. Tyler also serves as Chairman of J Sainsbury plc. On 23 Jan 2017, he was sanctioned by J Sainsbury plc for material breaches of three company policies. The sanction relates to the use of internal units of J Sainsbury plc for personal use relating to works at a property owned by Mr Tyler.

This gives rise to concern over his judgement and ethics in exercising the role of Chairman.

Item 15: Appoint PricewaterhouseCoopers as auditors. Following a competitive tender process, the Board decided to appoint PricewaterhouseCoopers as the Company's new auditor for the financial year commencing 1 January 2017.

The Company has been audited by Deloitte since it was founded in the 1940s.

Item 21: Approve a new LTIP. There is potential for variable remuneration to exceed ECGS guidelines limit of 300%, substantial overlap of the performance criteria used in the STI and LTI, and the possibility for accelerated vesting in the case of change in control.

Hammerson PLC

Hammerson owns, operates and develops retail destinations. Co.'s properties are located in cities in selected European countries. Co.'s portfolio includes shopping centres in the U.K., France and Ireland, retail parks in the U.K. and outlets across Europe. As of Dec 31 2017, Co. had 22 shopping centers, 15 retail parks, and 20 outlets in 14 countries.


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