Report
Expert Corporate Governance Service (ECGS)
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Proxy Report - 18/04/2018

It is proposed to elect a new member to the Board, Ms Lazaznick. She is considered independent and would therefore increase both the independence rate and gender diversity rates of the Board. Hence, we support this election (Item 5.1).

It is also proposed to re-elect all board members. Only 3 board members (including Ms Zalaznick) are considered independent (i.e 23.1% of independence rate). Hence, we do not support most of the re-elections proposed.

We note our renewed concern with the absence of a vote on remuneration. While not required in Luxembourg, it is now European best practice. We raise these concerns of this lack of governance oversight in Resolution 4.1 requesting the approval of the discharge of the board.

Underlying
RTL Group S.A.

RTL Group is a holding company. Co. through its subsidiaries is engaged in the operation of television and radio broadcasting services, television content production and distribution. Co. has interests in 40 television channels and 33 radio stations in 11 countries. Co. is involved in television content production, such as talent and game shows, drama and daily soap operas, through its subsidiary, FremantleMedia. Co. also provides services in the digital entertainment environment, including online games, community and dating services, as well as user-generated content exchange platforms.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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