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Expert Corporate Governance Service (ECGS)
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Société Générale – AGM 19 May 2020

Notice of meeting of 15/4/20 ():

- Change of meeting venue

- No dividend

ITEM 8: The compensation of the Chairman of the Board is excessive (157% of the median total compensation of CAC 40 chairmen) and ECGS is calling for a change in the Chairman's compensation policy. Pursuant to paragraph 2 of II of Article L. 225-100 of the French Commercial Code, only the rejection of the resolution to approve the information report on compensation (resolution 8) would oblige the Board to present a revised compensation policy to the general meeting of shareholders. ECGS would like to see the Board propose an amended remuneration policy and we therefore recommend opposing resolution 8.

 

ITEMS 10 to 14: The qualitative part of the executives' bonus is too high and the company should better explain how it was determined (although communication regarding CSR criteria is improving). However, the company's performance over the year is rather good, and the amounts are in line with practices. In addition, the TSR criterion of long-term compensation no longer allows for vesting in the event of performance below the median. For these reasons, we support executivesn'compensation.

 

ITEM 27: The Company proposes to modify the statutory thresholds. While the removal of the 0.5% thresholds is welcome, the reduction of the disclosure period from 15 to 4 days is not welcome, because such a short period is extremely restrictive for investors, with the risk of losing voting rights. We therefore do not support the proposal.

Underlying
Societe Generale S.A. Class A

Societe Generale is a universal banking and financial services group based in France. Co. is engaged in operations in areas such as retail banking, corporate and investment banking, financial services, insurance, private banking and asset management. Co.'s three segments are: French Retail Banking (FRB); International Retail Banking & Financial Services (IBFS); and Global Banking and Investor Solutions (GBIS). FRB offers products and services to individual, professional and business customers; IBFS comprises banking networks and consumer finance activities; and GBIS covers global activities of Corporate and Investment Banking. Co. maintains operations across 76 countries globally.

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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.

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Expert Corporate Governance Service (ECGS)

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