Expert Corporate Governance Service (ECGS)
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Kingfisher, 09 July 2019

Item 3: Approve the remuneration policyThe structure is unsatisfactory. Though it is weighted more towards rewarding long-term performance, there are serious concerns over the use of qualitative criteria. The annual bonus is entirely based on qualitative criteria of performance and the transitional LTI plan is also based on qualitative assessment of performance. Furthermore, with respect to the LTI, the maximum award size is excessive and part of the award is not dependent on performance conditions. Accelerated vesting in the event of a change of control is possible. We recommend shareholders oppose.

Item 10: Re-elect Clare Chapman as a DirectorThe director is not independent as she is a Non-executive Director at Heidrick & Struggles, which the Company engaged as a recruitment advisor during the year under review in its search for a replacement Chief Financial Officer. She is also the Chairman of the Remuneration Committee. It does not meet best practice or ECGS guidelines for a non-independent director to serve on the Remuneration Committee. We recommend shareholders oppose.

Kingfisher PLC

Kingfisher supplies home improvement products and services through a network of retail stores and other channels, located mainly in the U.K. and continental Europe. As of Jan 31 2017, Co. had nearly 1,200 stores in 10 countries across Europe.


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