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Expert Corporate Governance Service (ECGS)
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Veolia Environnement – AGM 22 April 2020

Due to the coronavirus crisis, the company issued a press release on April 1, 2020 to reduce the dividend by half to €0.50 per share from €1 previously. Under these conditions, ECGS, which had been recommending a negative vote for several years, considering that the dividend was too high and generated a risk (lack of self-financing and new investments, risk of the impact of a rise in interest rates on the net result), considers that the new amount seems acceptable (resolution 4).

 

This press release also proposes to review the method of calculation of the financial quantifiable portion of the Chairman and Chief Executive Officer's 2020 bonus, which would be determined on the basis of the achievement of the 2020 budget targets, which will be revised by the Board when the financial statements for the first half of the year are approved. The variable annual portion of a senior executive's compensation makes it possible to align it with the interests of shareholders in relation to the results and events that occurred during the financial year. By revising the objectives, this link is broken and creates a dissymmetry of interests that is not acceptable (resolution 12).

 

Finally, this press release proposes to revise the conditions of the 2018 performance share plan by maintaining the performance objectives for the financial years 2018 and 2019 only and by reducing the initial number of performance shares granted by one third in order to take into account the "neutralization" of the financial year 2020. This change is not subject to the approval of the shareholders who, while approving the text of the resolution without the details of the criteria, had carried out their analysis and made their voting decision after reading the performance conditions inserted in the notice of meeting brochure. Consequently, it would be more respectful of the shareholders if this amendment were to be submitted to shareholder approval. The change made under these conditions breaks the trust between the company and the shareholders, who will be able to express their disagreement with this practice by opposing the remuneration report (resolution 11). The new request for free shares, whose performance criteria could therefore themselves be modified in the future without the opinion of the shareholders while they are participating in the preparation of the voting recommendation, will also make it possible to sanction this approach (resolution 23).

Underlying
Veolia Environnement SA

Veolia Environnement provides environmental management services to public authorities, industrial and commercial services customers, and individuals worldwide. These services include the supply of water, the treatment and recovery of municipal or industrial effluent, waste collection, processing and recycling, the supply of heating and cooling services and the optimization of industrial processes. Co.'s business operations are conducted through three divisions, each specializing in a single business sector: Veolia Eau (Water), Veolia Energie (Dalkia, Energy Services) and Veolia Proprete (Environmental Services).

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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