Mediclinic International - Proxy report 22/07/208
Leadership changes
Danie Meintjes was replaced by Carol Van Der Merwe as CEO in June 2018. Danie Meintjes was then an Executive Director from June 2018 until August 2018 when he was appointed as a Non-Executive Director.
Spire Takeover
Takeover talks with Spire ended in November after Spire rejected Meclinic's bid in October.
Controlling shareholder
Shareholder should note that, unlike most UK companies, Mediclinic has a controlling shareholder. Remgro Ltd. owns 44.56% of the share capital. There is a relationship agreement in place whereby Remgro Ltd is entitled, for every 10% of the issued share capital held, to appoint a director to Board, up to a maximum of three. The appointment of a third director is subject to the Board maintaining a majority of independent Non- Executive Directors.
Item 3: Approve the dividend
The proposed dividend is the same as that of the previous fiscal year. However, it is not covered by earnings in the current year in which net income was negative. The Group's dividend policy is to target a pay-out ratio of between 25% and 30% of adjusted earnings. The Board may revise the policy at its discretion.
Item 8: Re-elect the Chairman
The Chairman was not considered independent upon appointment as he formerly served as Executive Chairman and MD of Mediclinic International Ltd, which was combined with the Company (then known as Al Noor Hospitals Group plc) in February 2016. He is also the Deputy Chairman of Remgro Ltd, the Company's controlling shareholder. ECGS considers that a former CEO should only hold the role of Chairman as a temporary appointment following a suitable cooling-off period.
He is also the Chairman of the Nomination Committee. The level of gender diversity on the board does not meet ECGS guidelines.
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