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Iliad - AGM 21 July 2020

ITEM 4: With regard to the agreement relating to FreeMobile, we congratulate the company for the communication efforts made since the company now mentions the value of the Free Mobile shares, but also the names of the experts responsible for its valuation. However, in order to accurately verify the valuation provided, shareholders should have access to additional information in addition to that disclosed. Indeed, the financial communication is incomplete since the company does not disclose operating income by business segment (fixed-line vs. mobile). In addition, it does not communicate the reports of the Accuracy and Ledouble experts either. As it stands, the shareholder cannot verify whether the valuation of Free Mobile is fair.

 

ITEM 5: It is proposed to approve the implementation of a facilitation agreement with HoldCo, the largest shareholder. Although the level of detail provided by the company is very high and therefore very appreciable, the fact remains that this agreement is concluded for an indefinite period, which is not in line with our voting policy. In addition, the agreement mentions possible additional billings for specific services, but no additional information is provided, which does not allow the shareholder to control the issues in question and their future cost.

 

ITEMS 13 to 19: Proxinvest, the French Partner of ECGS, has held discussions with the company in particular on the subject of performance share allocations, part of which is not based on a performance measurement of at least 3 years. The company told us that its desire to set up share plans with tranches based on short and long-term performance measurement periods is in line with investors' desire to align executive compensation with the company's long-term strategy (hence the tranche with a 3.5-year measurement period), but at the same time to set up milestones that make it possible to monitor short and medium-term performance (hence the other tranches). In the specific case of Iliad, which does not assign an annual variable, this explanation is understood and acceptable to an executive. We therefore support resolutions 14 to 18. On the other hand, allocating compensation linked to the Group's operating performance to a non-executive Chairman who has no operational responsibility is not acceptable and we do not support resolution 13. Moreover, the Chairman's remuneration policy for 2020 does not expressly exclude the allocation of performance shares. We therefore do not support it (resolution 19).

Underlying
Iliad

Iliad is an operator in the French internet access & telecommunications markets. Co. divides its operations into three business segments: Broadband, Traditional Telephony, and Retail Telecom. Broadband includes Internet service provider operations, hosting services, user assistance operations & operations related to the rollout of the FTTH (fiber-to-the-home) network. Traditional Telephony includes switched landline telephony (One.Tel and Iliad Telecom), directory services (mainly the ANNU reverse look-up directory accessible by Minitel, telephone, Internet and SMS text messaging) and e-commerce operations (Assunet.com). Retail Telecom offers various mobile phones & services to customers.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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Expert Corporate Governance Service (ECGS)

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