In addition to Phitrust’s campaign on the « Science Based Targets » initiative, in which Carrefour and Renault are both committed, the Mutual fund (SICAV) Phitrust Active Investors France has submitted several written questions to the board of directors concerning the governance of both companies.
1. The first question concerns the concomitance of the attribution of a non-competition compensation of €4 million and the retirement package of George Plassat, who has ceased his duties as Chairman and CEO at the age of 68. Taking into consideration Mr Plassat’s age, this payment (Resolution N°18) gives the impression to be a disguised retirement benefit, which does not respect the French Afep-Medef Governance Code.
2. On the Board’s policy for the remuneration of Directors, in which various elements are not sufficiently precise, therefore, Phitrust asks the question of aligning the compensation of Carrefour’s executives with the compensations of their employees.
3. Concerning Carrefour’s restructuring plan, many shareholders are worried about the successful completion of this plan, and more specifically on the take-back conditions of Carrefour’s employees, who will be brought to join franchisees.
4. Phillippe Houzé has been nominated as a Lead Independent Director, however, he represents a reference shareholder, and therefore cannot be considered as independent. The nomination of a Lead Independent Director, exempt from any conflict of interest, taking into consideration the non-separation of executive roles, would therefore be more efficient and in line with the recommendations of the French Asset Management Association (AFG) on Corporate Governance (Resolution N°8).
1. The 10th resolution, submitted to shareholder’s vote, proposes a supplementary pension plan of €765 000 per year for M. Ghosn, which seems unnecessary and inappropriate considering the overall level of the global remuneration of the Chairman and CEO over the past several years.
2. The nomination of Thierry Bolloré as Deputy General Manager (Directeur Général adjoint) and not Deputy Managing Director (Directeur Général délégué), which does not answer the important question of the separation of executive roles within Renault, noting that this has been put in place for Nissan’s governance in 2017.
3. Two questions have been asked on the role of Renault as a shareholder of Nissan, on one hand, in order to know and understand if the Board members submitted by Renault to Nissan’s Board of Directors are selected by Renault’s Appointments and Governance Committee; on the other hand, to specify if the reduction of the French State’s participation of 15% in Renault’s capital will allow the French group to regain its freedom of exercise of its voting rights within Nissan.
Phitrust expects that both Carrefour and Renault will bring adequate answers to these questions by adopting the above proposals, which would be greatly appreciated by all shareholders and institutional investors.