SCOR SE - AGM 26 April 2019
ITEM A: CIAM (activist fund) added an external resolution that proposes to prematurely
terminate the term of office of Denis Kessler, Chairman and CEO, because he cumulates
both functions. ECGS, in 2017, supported the mandate renewal of Denis Kessler mainly
because of the counter powers implemented. But we also warned the Company on the
succession planning matter. Indeed, Denis Kessler is 67, his mandate will end in 2021
and the Bylaws’ age limitation to be a CEO is 70. Thus the Company should make the
market aware of Mr Kessler’s successor, by naming a Deputy CEO, for example.
However, this matter is the responsibility of the Nomination and Remuneration
Committee, its Chairman (Augustin de Romanet) is to blame on this issue (this is one of
the reasons we do not support his reelection under item 7). Therefore, considering
counter powers implemented, ECGS does not support the proposal to dismiss Mr
Kessler, but we urge the Company to resolve the succession issue promptly.
ITEMS 4 and 5: CIAM also recommends to shareholders not to support Mr Kessler 2018
remunerations and 2018 remuneration policy considering that amounts granted and to
be granted are excessive. ECGS shares CIAM’s opinion on that matter: remuneration’s
structure remains too generous and targets to achieve do not seem sufficiently
challenging. For 2019, the company proposes no change for this new remuneration
policy. Thus it has the same major flaws as the previous one. Therefore, we do not
support items 4 and 5.
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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