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.
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