Activist investor CIAM has argued that the recent shareholder vote on SCOR’s remuneration policy shows “discontent” with governance practices at the reinsurer.
At SCOR’s Annual General Meeting (AGM) held earlier today, 44.4% of shareholders opposed Denis Kessler’s remuneration for 2020 and 36.8% opposed his remuneration policy for 2021.
CIAM further noted that 23% and 19% opposed the renewal of Claude Tendil and Bruno Pfister as members of the Remuneration and Appointments Committee, respectively.
However, SCOR did gain overall shareholder approval for all the resolutions submitted at its AGM, including for the separation of the roles of Chairman and CEO, as Kessler hands over his executive role to Laurent Rousseau.
But CIAM, which has levelled many criticisms at SCOR’s management since it rejected a takeover bid from Covéa, asserts that the remuneration vote would have failed had SCOR not recently reached a settlement agreement with Covéa.
CIAM CEO Catherine Berjal, who has called for Kessler to be pushed out of his remaining Chairman role next year, argues that SCOR sought to “neutralise” opposition via its settlement with Covéa, which happens to be SCOR’s largest shareholder and represents 12% of voting rights.
As such, the resolution on Kessler’s remuneration would have been defeated had Covéa voted against it, or even abstained, CIAM notes.
“For CIAM, this high level of shareholder opposition, as well as the significant abstaining votes, proves that SCOR’s shareholders have rejected the Company’s problematic governance practices, resulting from the Board of Directors’ inaction and the excessive control exercised by Denis Kessler, which is damaging the Company’s performance,” the investor stated.
“CIAM is committed to the sustainable and effective governance of SCOR and a remuneration that is in line with the Company’s performance, and welcomes this mobilisation of minority shareholders, who have sent a strong message to the Board: a change in SCOR’s governance is essential, and this will require an independent Chairman by the 2022 AGM.”
Berjal has long taken issue with the level of pay afforded to Kessler, which she says is not in line with industry standards and is disconnected from SCOR’s performance.