Expert Corporate Governance Service (ECGS)
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Pearson - AGM 26 April 2019

Items 3, 4, 8, 9 and 14: Re-elect the Audit Committee and Re-appoint the Auditors

The auditor's tenure exceeds our tenure limit of 10 years.  PricewaterhouseCoopers LLP (PwC) has been the external auditor for the Company since 1996, when they were appointed following the last audit tender.

Furthermore, we hold the Audit Committee responsible for the excessive tenure of the auditors.  Accordingly, we recommend that shareholders oppose the re-election of the members of the Audit Committee and the re-appointment of the auditors.

 Item 13: Approve the Remuneration Report

The structure is unsatisfactory, mostly due to the potential for excessive incentive pay and an annual bonus that exceeds guidelines.  The pension contributions have been reduced as the CEO has reached the cap on his defined benefit plan, which brings the annual contributions within ECGS guidelines. The performance conditions of the share plans (LTI) no longer overlap and the annual bonus (STI) no longer uses EPS as a peformance condition.  The quantum for the year was not excessive.  On balance, we recommend shareholders vote in favor.

Pearson PLC

Pearson is engaged as a learning company. Co. provides content, assessment and digital services to schools, colleges and universities, as well as professional and vocational education to learners to help increase their skills and employability prospects. Co.'s content includes: Bug Club, a school phonics reading programme for children; and enVisionMATH2:0, a maths curriculum. Co.'s assessment includes its U.K. qualifications, which is an awarding body, offering both academic and vocational qualifications. Co.'s services include its online programme management, which partner with colleges and universities to extend the reach of their degree programmes by scaling online.


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