Expert Corporate Governance Service (ECGS)
EUR 508.94 For Business Accounts Only

Proxy Report - 12/04/2018

In item 2, the Board proposes to distribute a dividend of € 0.6132 per share on 2017 results, by 1.3% higher than the dividend paid in the previous year despite a 35.0% decrease in consolidated net income. The dividend distribution amounts to almost 100% of the consolidated net income (€ 385 million), which is significantly higher than the disclosed Company's policy to distribute from 40% to 50% of consolidated net income. We regret that the proposed dividend distribution is not fully covered by free cash flow (€ 249 million in 2017). However, dividends were fully covered by net earnings and cash generation in the previous years, and no concerns arise over the financial position of the
Company (net cash position of € 170 million). Therefore, we recommend approval.

In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. As in our opinion the executive remuneration is not adequately linked to the creation of sustainable value in the long term, we recommend opposition.

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.


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.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Research Team
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch