SCOR has announced that its shareholders have voted to approve all resolutions proposed by the company’s Board of Directors, upholding Denis Kessler’s position as both Chairman and CEO, and maintaining his current level of remuneration.
The votes, held today during SCOR’s annual general meeting (AGM), rejected the “destabilising” resolutions proposed by activist investor fund CIAM, which called for the removal of Kessler as a director of SCOR and to reduce his level of pay.
Shareholders voted 74.37% in favour of maintaining Kessler’s dual role at the head of the company, and approved the resolutions relating to his remuneration by 54.46% and 54.56%.
Additionally, they approved the reappointment of SCOR’s Lead Independent Director, Augustin de Romanet, which was also contested by CIAM on the grounds that he held too many outside posts.
Furthermore, the AGM approved the payment of a dividend of €1.75 per share for the 2018 financial year, with the coupon date set at April 30, 2019, and the payment date at May 2, 2019.
“The Board of Directors is extremely satisfied to note that the shareholders have strongly supported all its proposed resolutions,” said Kessler.
“The Board is delighted that the shareholders have expressed their deep opposition to the destabilization attempt led by the activist fund CIAM, and is pleased that the shareholders have renewed Augustin de Romanet’s mandate as the Group’s Lead Independent Director,” he continued.
“This vote by our shareholders reaffirms their confidence in the Group’s governance in terms of the development of the company, focusing on the twofold objective of profitability and solvency.
“These votes of confidence constitute a validation of the strategy followed for more than 16 years to raise this global reinsurance group to the highest level and maintain its independence, which is a gauge of its success. SCOR is fully mobilized to use all available means to create value, and is actively preparing its seventh strategic plan, which will be presented in September.”
SCOR and CIAM have been involved in a number of disputes following SCOR’s rejection of an €8.2 billion takeover bid from Covéa last year.
There had been some signs that the investment fund’s calls to remove Kessler from the Board were gaining momentum earlier this month after proxy advisory firms Glass Lewis and ISS weighed in favour of some of its proposals.
SCOR has previously dismissed the proposals as “unfounded” and claims that CIAM’s interest in its governance is merely “speculative and short term,” based on the observation that CIAM took its minor 0.94% stake in SCOR immediately after Covéa first announced its intentions to acquire the reinsurer.
