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Expert Corporate Governance Service (ECGS)
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Jerónimo Martins, SGPS, S.A. - AGM 08 April 2021

In item 4, shareholders are called to a binding vote on the remuneration policy for the Corporate Bodies. Overall remuneration amounts are reasonable, but we have serious concerns over the variable remuneration structure:
- it exclusively depends on annual results, without a clear alignment with long-term interests of shareholders,
- the percentage of annual bonus depending on qualitative assessments (50%) is above our voting policy limit of 20%,
- individual weightings of quantitative KPIs are not disclosed,
- the CEO's annual bonus is capped at 200% of his base salary, which is above our voting policy limit of 150%.


For all the above-mentioned concerns, we recommend shareholders to OPPOSE.

Underlying
Jeronimo Martins SGPS S/A

Jeronimo Martins S.G.P.S. is a holding company. Through its subsidiaries, Co. is engaged as a food distribution company with operations in Poland and Portugal. Co. operates in four segments: Portugal Retail, which comprises the business unit of JMR - Gestao de Empresas de Retalho, SGPS, S.A. (Pingo Doce supermarkets); Portugal Cash & Carry, which includes the wholesale business unit Recheio; Poland Retail, which includes the business unit with the brand Biedronka; and Others, which includes marketing services and representations, restaurants in Portugal, health and beauty retail in Poland, and its retail business in Colombia.

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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.

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Expert Corporate Governance Service (ECGS)

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