Report
Expert Corporate Governance Service (ECGS)
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SSE - AGM 12 August 2020

Item 2: Remuneration report

A large number of performance criteria may be considered complex. ECGS does not consider the dividend growth as an appropriate incentive target, which has led to unsustainable dividend distribution in the current circumstances. Nonetheless, the main reason for our opposition is the dramatically excessive pension benefit, which currently reached 51% of base salary.

Item 3: Final dividend

ECGS does not consider prudent and sustainable the proposed distribution given the group's results and especially its capacity to generate FCF. We also note that the dividend payment is one of the bonus criteria accounting for 10% and the proposed amount of 80p is exactly at the threshold level for the bonus payment. We consider that this approach is short-term and creates a conflict of interest.

Item 8: Re-elect Mr. Richard Gillingwater

Chairman of the Board, whose term of office does not comply with the UK Code provision 19. It states that the chair should not remain in post beyond nine years from the date of their first appointment to the board. Furthermore, he chairs the Nomination committee while his succession is engaged and is a non-independent member of the Remuneration Committee.

Underlying
SSE
SSE

SSE is engaged in producing, generating, distributing and supplying electricity and gas, as well as other energy-related services, across the U.K. and Ireland. Co. has three principal business areas: Wholesale, which uses turbines to convert energy from gas, oil, coal, water and wind to generate electricity, trading in wholesale energy markets, and managing energy contracts; Networks, which transmits and distributes electricity and gas to homes and workplaces; and Retail, which supplies electricity and gas and related services to households and organizations.

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.

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Analysts
Expert Corporate Governance Service (ECGS)

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