Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 05/05/2017

Items 2 - 3: Approve the Remuneration Policy and Remuneration Report. Although alignment with short-term performance appears to be adequate, up to 30% of the bonus is determined by qualitative criteria. Moreover, the targets for the ROTE criterion do not appear to be challenging and it is used to determine 20% of the bonus and 33% of the LTIP. Quantum is deemed excessive. No changes to the remuneration policy have been noted.

Items 8 and 15: Re-elect the Chairman of the Audit Committee and the Auditor. Mr Barbour retired from KPMG, the company's auditors in March 2011 after a 36-year career with the firm in the UK and overseas. Mr Barbour joined the board and became Chair of the Audit Committee in 2012 and KPMG were selected as auditors in 2013. The UK Code requires a three year cooling off period and ECGS guidelines require five years. Although Mr. Barbour has a former association with the external auditors, he left KPMG more than five years ago.

RSA Insurance Group

RSA Insurance Group is an international general insurer focused on selected regional markets. Through its subsidiaries and associates, Co. provides personal and commercial insurance products to its global customer base, principally in the U.K., Ireland, Middle East, Scandinavia and Canada. The principal activity of Co. is to hold investments in its subsidiaries and the receipt and payment of dividends.


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