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

Etude l' AG du 25/07/2017

Item 3: Approve the Remuneration Policy.
The changes proposed to the Remuneration Policy do not address the concerns over the alignment between pay and performance.
The STI relies entirely on EBITDA in different divisions rather than using a variety of metrics that would capture different aspects of performance.  In addition, while the LTI includes relative TSR as a performance metric, 60% of the award is determined by EPS, which can potentially be manipulated by executive actions. 
The Remuneration Report was only supported by 85.0% of shareholders in the previous year.
Item 7: Re-elect the Chairman.
Mr. Hertzog was not considered independent upon appointment.  He is the Deputy Chairman of Remgro Ltd, the Company's controlling shareholder, and served as Executive Chairman and Managing Director of Mediclinic Interntional Ltd, which merged with the Company in February 2016.
ECGS considers that a former CEO should only hold the role of Chairman as a temporary appointment following a suitable cooling-off period.  While Mr. Hertzog had served as a non-executive director of Mediclinic Interntional Ltd from 2012 until the time of the merger, his extensive connections with the Company and its controllling shareholder do not indicate a sufficient cooling-off period nor has he been appointed temporarily.
He is also the Chairman of the Nomination Committee.  The level of gender diversity on the board does not meet ECGS guidelines.
Item 21: Amend the Articles of Association.
It is proposed to amend Article 106, which is related to dividend payments. No negative effects on shareholder rights have been identified.  The amendments may allow the Company to make dividend payments in ways which are more convenient for shareholders, including by electronic means. 

Mediclinic International


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
Other Reports from Proxinvest
Other Reports from these Analysts
Expert Corporate Governance Service (ECGS)