French investment management firm CIAM has defended its call for Denis Kessler to step down as Chairman after SCOR derided the request as an attempt to destabilise the company.
CIAM in a statement released today says SCOR’s accusation is nonsensical given the 0.94% stake they hold in the company.
“We have taken these steps to guard against the governance risks that we have rightly exposed, to challenge the omnipresence of Denis Kessler and to initiate arrangements for a succession plan which does not currently exist at SCOR,” CIAM’s statement reads.
CIAM had originally levelled several criticisms against SCOR and Kessler after its management refused to accept an €8.2 billion takeover bid from Covéa last year. The two organisations have since been locked in an ongoing war of words.
CIAM had argued earlier this week that separating the functions of Chairman and CEO is “widely accepted as better practice” in the industry and “eliminates the conflict of interest” that occurs when a CEO is responsible for self-oversight.
SCOR responded that the combination of the Chairman and CEO positions has allowed SCOR to “benefit from efficient decision-making process and a strategic alignment of its governance bodies,” noting the Kessler’s office was renewed with 80.60% of the shareholder vote in April 2017.
Furthermore, SCOR said that the dismissal of Kessler as director would entail the termination of his office as CEO; a scenario which would threaten the stability and management of the Group.
CIAM claims it does not understand, “on what basis the company claims that the dismissal of Denis Kessler as Director would also entail the termination of his mandate as Chief Executive Officer.”
CIAM says that, according to SCOR’s statutes, in the event of the revocation of his mandate as a Director, the choice to reappoint the CEO falls to the Board of Directors.
The SCOR investor goes on to claim that it does not doubt the Board’s willingness to reappoint Kessler and labels SCOR’s statement as “alarmist, misleading and only aims to counter its resolution by trying to frighten shareholders.”
“The arguments put forward by SCOR are simply an alternative presentation of the facts and its own opinions. The responses to our arguments and propositions are superficial and are based on invalid facts or self-serving statements.”
