Item 2: Approve the Remuneration Report
The bonus is at the ECGS guidelinesnlimit, but will be increased to above the limit for 2019. Accelerated vesting is possible and benefits exceed guidelines. An additional LTI award was made during the year. Variable remuneration exceeds guidelines. Both the STI and LTI are overly reliant on EPS. Over-reliance on EPS could result in management making decisions to maximize profits for the short term, often at the expense of long term shareholder value. EPS can be positively influenced through share buybacks, fluctuations in foreign exchange, or amendments made to accounting rules and regulations. We recommend shareholders oppose.
Items 14, 15 and 16: Re-elect the Chairman of the Audit Committee, re-appoint the auditors and authorise the directors to determine the remuneration of the auditors
Average non-audit fees incurred over the last three years were 122.39% of audit fees, which is above our limit of 50% and may undermine the independence of the auditors. We hold the Chairman of the Audit Committee responsible to ensure the independence of the auditors. Accordingly, we recommend shareholders oppose these three items.
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