Expert Corporate Governance Service (ECGS)
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Etude l' AG du 10/08/2017

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.
Items 1 - 14: Re-elect the Board of Directors.  There is insufficient independent representation on the Board.  There are several non-executive directors who are not independent due to family relationships, former service at the Company, former service at the auditor, or board tenure.  The lack of independence also affects the Remuneration Committee, which does not meet ECCGS guidelines as it is not wholly independent.  Furthermore, there is insufficient gender diversity on the Board.
Item 15: Approve the Remuneration Report. The structure is considered unacceptable given the use of the fixed share awards to avoid the cap on executive pay, excessive incentive payments and the possibility for accelerated vesting.  Furthermore, there are concerns that performance targets are not sufficiently challenging and the quantum is excessive. 
Items 20, 21 and 32: 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 have served as joint auditors at least since the company's listing in 2002.  This exceeds ECGS guidelines and may undermine auditor independence.

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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Expert Corporate Governance Service (ECGS)

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