Items 4-12: Elections to the Board
The Board composition does not comply with the UK Corporate Governance Code and our governance principles: the Board lacks independence (44%), the executive participation is excessive (44%), the Senior Independent Director does not comply with independence criteria set by the Code and the Audit committee is not fully independent as recommended by the Code as well. ECGS has to oppose the re-election of all not independent Direction except for the CEO.
Items 22 and 23: On and off-market purchases of own shares
The bonus is fully subject to pre-tax EPS and Next explicitly states that its payout is calculated including the impact of share buybacks, which does not respect our principles. Moreover, the required amount (14.99%) exceeds routinely accepted 10% authority and we also regret that the dividend distribution is not approved by shareholders.
Next Group is a retailer engaged in providing clothing, footwear, accessories and home products. Co. is primarily comprised of the following segments: NEXT Retail, which sells clothing, footwear, accessories and/or home products; NEXT Directory, an online and catalogue shopping business; NEXT International Retail, with around 200 mainly franchised stores across the world at Jan 28 2017; NEXT Sourcing, which designs and sources NEXT branded products; and Lipsy, which designs and sells Lipsy and other branded fashion products. As of Jan 28 2017, Co.'s NEXT Retail segment had a chain of around 540 stores in the U.K. and Eire.
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