Expert Corporate Governance Service (ECGS)
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Investec Plc, 08 August 2019

The Company operates a dual listed company structure. Standard UK shareholder rights apply to Investec plc shareholders. Investec Ltd is incorporated and listed in South Africa. A Special Voting Share enables the shareholders of Investec plc to vote on the resolutions proposed at meetings of Investec Ltd, and has the equivalent number of votes as the number of ordinary shares in issue of Investec Ltd as at the meeting date.  For this reason, we have provided voting recommendations for those resolutions proposed to Investec Plc shareholders and Investec Ltd shareholders.


The Company continues with its oManaged Succession Planp{Stephen Koseff (former Chief Executive Officer) and Bernard Kantor (former Managing Director)  have stepped down.  Fani Titi and Hendrik du Toit are serving as Joint CEOs.  Following the implementation of the demerger of Investec Asset Management (IAM), Fani Titi will lead the remaining Group. 

There are concerns over the composition of the Board as there is insufficient independent representation and insufficient gender diversity. Additionally, there are concerns over the composition of the Remuneration Committee as it includes a director who is not independent, which does not meet best practice or ECGS guidelines.  In addition, we note a high number of directors who formerly had connections with the Company or the auditors.  Although a sufficient cooling off period has passed for them to be considered independent, this might raise concerns over whether the Company's director search process is considering a sufficiently broad group of candidates.

 Item 13: Approve the Remuneration Report

The structure is considered unacceptable given the use of the fixed share awards to avoid the cap on executive pay, resulting excessive incentive payments and the possibility for accelerated vesting. Total fixed pay is considered excessive given index and sector comparisons.  Although total variable remuneration appears to be well within guidelines, this is due to comparison with a high fixed pay rather than base salary and due to the fact that no long term incentive award was made. As such, pay for the year is also not sufficiently aligned with the Company's long-term performance.  We recommend shareholders oppose.

 Item 14: Approve the Remuneration Policy

The changes proposed to the Remuneration Policy do not address the main concern at the Company, which is the use of the fixed share allowance to increase the quantum. Accordingly, we recommend that shareholders oppose this resolution.

 Items 20, 21 and 31: Appoint the joint auditors.

The auditor's tenure exceeds our tenure limit of 10 years.  Ernst & Young Inc (EY) and KPMG Inc are joint external auditors of Investec Ltd.  They were already joint auditors at the company's listing in 2002.  This exceeds ECGS guidelines and may undermine auditor independence. There was a high level of shareholder dissent on this items in the previous two years.

Investec PLC

Investec is an international specialist bank and asset manager that provides a range of financial products and services in three principal markets, U.K. and Europe, South Africa and Asia/Australia as well as certain other countries. Co. has three main areas of activity: Asset Management, which provides investment capabilities through active segregated mandates or mutual funds to clients; Wealth & Investment, which provides investments and savings, pensions and retirement, and financial planning; and Specialist Banking, which provides services for both personal and business needs right across Investment, Corporate and Institutional Banking, and Private Banking activities.


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