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NMC Health 20 June 2019

Item 2: Approve the Remuneration ReportThe structure is considered acceptable. However, the STI and the LTI are overly reliant on a sole performance metric, EBITDA. Furthermore, pay is only slightly weighted toward the long-term. Actual incentive pay for the year exceeded ECGS guidelines, though concern with this is partially mitigated by the lower base salary. Nevertheless, on balance, we recommend shareolders oppose.

Items 6-16: Re-elect the Board of DirectorsThere is insufficient independent representation on the Board and insufficient gender diversity. One of the joint Chairman is the former CEO, which does not meet best practice or ECGS guidelines. We have recommended opposition to the re-election of all of the directors who are not considered independent, with the exception of the CEO, and the Chairman of the Nomination Committee.

NMC Health


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