In general, ITV Group is in compliance with the British regulations relating to the organization and procedures of the Annual General Meeting.
Covid-19 and dividend update
On 23 March 2020, the Board announced that it is prudent at this stage to provide maximum flexibility and has therefore taken the decision to withdraw its recommendation to pay the final dividend of 8.0 pence per share. In addition, ECGS recommends to OPPOSE to the authorization to repurchase shares (ITEM 20).
ITEM 2: Directors' Remuneration Report
The Company seeks shareholder approval of the Directors'Remuneration Report. The annual bonus was 157% of base salary, which exceeds our 150% maximum. Performance shares (LTI) granted at 265% of base salary exceeded our 150% limit. Total variable remuneration was 422% of the base salary which is above our limit of 300%. In addition, total remuneration substantially exceeds the median of the Media sector in the MSCI. Accordingly, we recommend shareholders to OPPOSE.
ITEM 3: Directors' Remuneration Policy
The Company seeks shareholder approval of the Directors'Remuneration Policy. The maximum bonus could reach 200% of base salary exceeding our maximum of 150% and maximum LTI could reach 350% of base salary, which exceeds our maximum of 150%. Furthermore, the CEO's maximum variable remuneration (both short-term and long-term) could reach 550% of base salary, which exceeds our limit of 300% of the base salary. Accordingly, we recommend shareholders to OPPOSE.
ITV is engaged as an integrated producer broadcaster, creates, owns and distributes content on multiple platforms globally. At its Broadcast and Online operations, Co. operates commercial family of channels in the U.K and delivers content through multiple platforms. In addition to linear television broadcast, Co. delivers its content on the ITV Hub, catch up services on pay platforms, and through direct content deals. At its ITV Studios operations, Co. creates and produces international content business, creating and producing programmes and formats that return and travel, namely drama, entertainment and factual entertainment.
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