Michelin - AGM 23 June 2020
GOVERNANCE
Since 17 May 2019, Florent Menegaud has been Managing Chairman, replacing Jean-
Dominique Senard.
The Supervisory Board is composed by a majority of independent members. However,
Barbara Dalibard, the Board's lead member, has been a member for 12 years and is
therefore not independent according to ECGS criteria.
The proposed election and re-elections will be approved (resolutions 13 to 15).
REMUNERATION (resolutions 6 to 12)
The company's disclosure is satisfactory. The variable components seem to be well
aligned with performance. Finally, the amounts are reasonable, especially annual
variable compensation will be reduced by 25% following Executives's decision to waive
part of their variable compensation for 2019 as a gesture of solidarity with the Michelin
Group's employees and other stakeholders affected by the consequences of the Covid-
19 health crisis.
As Michelin is a SCA ("Société en Commandite par Actions" (partnership limited by
shares)), this is the first time that shareholders have been able to express their views on
the ex ante remuneration policy. This remuneration policy includes severance payment
and non-compete clause which are considered as too generous. Therefore, we
recommend shareholders oppose the resolution 6.
Compagnie Generale des Etablissements Michelin is active in the tire and mobility-related service markets. Co. manufactures, distributes and sells tires for all kinds of vehicles, publishes maps and guides and operates a number of services. Co.'s operates in three segments: Passenger car/Light truck tires and related distribution; Truck tires and related distribution and Specialty businesses segment including tires for specialty vehicles and maps and guides. Co. distributes its products through two tire distribution networks: Euromaster (Europe) and TCI (U.S.A.) and its brands include Michelin, BFGoodrich, Kleber, Uniroyal, Warrior, Kormoran, Riken, Taurus and Tigar.
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