In a new letter to the governance of SCOR, activist investor CIAM has argued that Denis Kessler should be allowed to serve as Chairman of the company for a transitional period only, which would end at the Annual General Meeting in 2022 when he reaches the statutory age limit.
It follows news that Kessler will hand over CEO duties at SCOR to Laurent Rousseau at the end of this year, but remain in the Chairman position indefinitely.
CIAM has already raised several concerns about the succession plan and transition period at SCOR, in particular calling attention to the selection process that was headed by Augustin de Romanet.
Now, writing to de Romanet, CIAM CEO Catherine Berjal has blamed the “precipitous change” in SCOR’s governance on the “personal reasons” that Kessler cited as his motivation for stepping down.
According to Berjal, this reasoning had “particularly severe consequences” since they forced the departure of Benoît Ribadeau-Dumas, who had been chosen by the Board of Directors as future CEO.
“This reversal comes in a context that has already raised a serious question about the control exercised by Denis Kessler over the Board of Directors, with previous failures on the succession plan, particularly generous remuneration practices despite repeated challenges from shareholders, and the ongoing legal battle with Covéa,” Berjal wrote.
“We are rather circumspect as to the sufficiently pressing reasons that could have forced Denis Kessler to step down as CEO and disrupt the succession plan decided by the Board, but which do not pose an obstacle to him exercising Chairmanship.”
“It would appear preposterous in our view that this upheaval in the succession plan caused by Denis Kessler should allow him to remain, for an extended period of time, Chairman of the company, which will now be headed by a candidate trained by him and whose profile had not been initially supported by the Board of Directors.”
As such, CIAM has asked de Romanet to commit to ending Kessler’s Chairmanship in 2022 and to initiate the succession planning for a new independent Chairman.
On top of this, CIAM criticised the “opacity” of the vote on remuneration policies that has been put to shareholders, and threatened to encourage shareholders to oppose the re-election of directors if SCOR does not respond.
Berjal has long been vocal in her criticisms of Kessler’s leadership, having entered into a prolonged spat with SCOR after its rejection of an €8.2 billion takeover bid from Covea in 2018.