Report
Expert Corporate Governance Service (ECGS)
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Scor – AGM 16 June 2020

Item 2: The Board of Directors, meeting on 25 May 2020, took the decision to no longer distribute a dividend in respect of the financial year 2019. Resolution supported by ECGS.

 

Succession Plan: ECGS' previous study had alerted the company to the lack of clarity in the succession policy of its CEO. At that time, we highlighted the fact that Mr Denis Kessler, Chairman and Chief Executive Officer, whose term of office runs until 2021, was 67 years old, whereas the age of both the Chairman and the Chief Executive Officer was statutorily limited to 70. Thus, the company is now providing further details regarding the succession of Mr Denis Kessler:

- a recruitment firm has been appointed to assist the Compensation and Nomination

Committee in the succession of the Chairman and Chief Executive Officer

;- the said Committee has examined the definition of the expected profile and the question of identifying the persons likely to correspond to the profile;

- the appropriateness of separating the functions of Chairman and Chief Executive Officer as of the 2021 Shareholders' Meeting was discussed within the same Committee as well as during the session of non-executive directors, chaired by the Lead Director, Augustin de Romanet (also Chairman of the Compensation and Nomination Committee).

 

It should be noted that, according to ECGS, the independence rate of the Board of Directors is 64% and 67% for the Compensation and Nomination Committee.

 

Compensation: The previous general meeting of 26 April 2019 will have been marked by a strong challenge to the remuneration of its Chief Executive Officer. Indeed, the resolutions relating to the approval of the compensation elements paid to the Chairman and Chief Executive Officer for the 2018 financial year and the approval of his compensation policy for the 2019 financial year had particularly low approval rates with 54.46% and 54.56% of the votes respectively.

Underlying
Scor SE

SCOR is a holding company. Through its subsidiaries, Co. is engaged mainly in reinsurance. Its customers are insurers and large corporations. Co. is engaged in life reinsurance through SCOR Global Life SE and non-life reinsurance through SCOR Global P&C SE. In the life reinsurance business, Co. offers reinsurance for individual and group life insurance, long-term care, substandard risks, critical illness and financing products. The non-life reinsurance business comprises traditional reinsurance business; Treaty, Business Solutions, and Specialty Lines. In addition, Co. through SCOR Global Investments SE, manages, directly or indirectly its global investment portfolio.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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