Sage Group - 04 February 2021
Item 22: Adoption of new Articles of Association
ECGS strongly regrets that Sage proposes all amendments in a bundled proposal. While the biggest part of the proposals does not affect shareholder interests and are in line with the recent market practices, we have serious concerns regarding the following two amendments.
First, the increase in the Non-Executive Directors’ aggregate fee limit is justified neither in the proposal nor by the current remuneration practice. Second, the provision allowing the Company to stop sending information to shareholders is too restrictive in our opinion. We suggest that the Company re-considers the proposed term. Finally, we have not found the new Articles of Association marked to show the changes on Sage’s website. According to the AGM notice, this document is available for inspection at the offices of Allen & Overy LLP, which is very astonishing especially given the ongoing Covid-19 pandemic and the UK interdiction to physically attend meetings. ECGS considers crucial that all shareholders access all information needed to form their opinion on companies’ websites. ECGS sent the request but has not received any answer yet. Based on our concerns, we recommend that shareholders oppose the proposal.
Sage Group is a technology provider that assists to manage businesses of all sizes. Co. provides a suite of cloud business management solutions and services including accounting, financials, enterprise management, people, payroll, payments and banking, as well as marketplace apps that can be provisioned to match the exact needs of any business. Co. has three reportable segments in which it operates, being Northern Europe (the U.K. and Ireland), Central and Southern Europe (Germany, Switzerland, Poland, France and Portugal) and NorthAmerica (the U.S., Canada and North America Intacct).
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