Proxy Contest SCOR
a TROUBLED HANDOVER,
a broken governance
Context :
an eventful succession
AGM 2019
26% of shareholders support CIAM’s request to remove Denis Kessler from the Chairmanship by removing his seat as a director
Under pressure, SCOR commits to announcing its succession plan in September 2020
July 2020
Serious warning from the ACPR (The French Prudential Supervision and Resolution Authority) requesting the separation of the roles
Dec 2020
After a 3-month delay, the succession plan is finally announced but will take another 18 months to materialize (at the 2022 AGM)
May 2021
Surprise announcement from SCOR: Denis Kessler asks to step down as CEO, Benoît Ribadeau-Dumas is forced to leave
AGM 2021
Early separation of powers: Denis Kessler would remain Chairman, Laurent Rousseau would become CEO instead of Benoît Ribadeau-Dumas
A disrupted succession plan…
The Compensation and Nomination Committee only implemented the succession planning under growing and longstanding pressure from shareholders and regulatory bodies.
The future CEO selected by the Board (Benoît Ribadeau-Dumas, polytechnician who held many executive positions) has no experience in the insurance sector, thus allowing Denis Kessler to delay his appointment
The ACPR can reject the appointment of a new officer if they are not considered sufficiently experienced and skilled
Why wasn’t this risk properly assessed by the Compensation and Nomination Committee?
His appointment as CEO is planned for almost 18 months after his arrival at SCOR!
Denis Kessler eventually decided to step down as CEO in a hurry and without explanation:
Forces the departure of Benoît Ribadeau-Dumas and the appointment of a replacement, Laurent Rousseau, who was trained by Denis Kessler
Is this surprise decision a way for Denis Kessler to keep the Chairmanship- his position coming up for renewal- by appointing a CEO right away?
… leading to serious concerns about the Compensation and Nomination Committee’s qualification and the grip of Denis Kessler on a lenient Board
We warned about the risks of failure
In March 2021, we wrote to the Board to share our concerns about the risk of failure of the announced succession
The future CEO was invisible and without responsibility
- Why was Benoît Ribadeau-Dumas not a corporate officer
- Why didn’t he have clear responsibilities?
- Why was he never put forward in SCOR’s communication?
- Why did the separation of powers have to take so long?
Denis Kessler holds full powers
- No real checks and balances mechanism within the Board to counterbalance Denis Kessler’s influence
- Reflected in his opaque, excessive and performance-disconnected remuneration
- Not justified given SCOR’s chronic poor performance
Eventually, Benoît Ribadeau-Dumas was compelled to leave just 6 months after his arrival, following an unexplained and unilateral decision of Denis Kessler
So we were right to be concerned…
Extract from the letter to the Board of Directors, March 2021:
≪ These acts of commitment and good governance seem to us to be necessary after the numerous failures of previous transition attempts, and the departures of various COOs, Deputy CEOs and other successors announced in recent years ≫
Another failure for the Compensation and Nomination Committee
adding to the long list of failed successions at SCOR
A hasty succession
that is problematic
On paper, we should welcome this turnaround
However, it raises inconsistencies and suspicions
And reveals structural flaws in SCOR’s governance
OUR CONCERNS
We wrote to the Board in May 2021 to share our concerns and make the following requests
The formal commitment that Denis Kessler will be Chairman for a transitional period only (until the 2022 AGM)
If the planned succession had to be disrupted for personal reasons, those same reasons should prevent him from keeping the Chairmanship
The search for an independent Chairman
- For a better balance of powers, in line with best governance practices
- Keeping Denis Kessler as Chairman is no longer justified: neither by SCOR’s performance (constantly below its peers), nor by the need to train his successor (Laurent Rousseau is fully familiar with SCOR and the reinsurance sector)
Clarifications about the remuneration policy in the context of the succession
The Board of Directors asks SCOR shareholders to approve a new remuneration policy following the separation of roles… While these crucial information required for voting will only be communicated after the AGM!
In view of the Board's silence, we will oppose certain resolutions and encourage you to do the same
In view of SCOR's silence, our protest votes at the 2021 AGM
Recent events illustrate the failure of the selection process initiated in 2019, and call into question the functioning and efficiency of the Board of Directors
Denis Kessler:
no to a non-independent Chairman
Denis Kessler is the first person responsible for this disruption in the succession by suddenly announcing, without any valid reason, his departure as CEO, which suggests a strategy to keep the Chairmanship in a context where the share price does not justify a continuation
The succession is underway and the future CEO is very experienced: Denis Kessler can no longer threaten shareholders with his departure, Laurent Rousseau doesn’t need a transition period.
WE WILL VOTE AGAINST the re-election of Denis Kessler.
Compensation and Nomination Committee: responsible for the poor management of the succession
Did the Committee really take into account the ACPR’s requirements in the selection process?
What was the reason for taking such a risk by initially proposing a brilliant candidate (Benoît Ribadeau-Dumas) but with little experience?
The Committee does not provide a satisfactory answer to the significant and repeated opposition from shareholders on the issue of remuneration
WE WILL VOTE AGAINST the re-election of Claude Tendil and Bruno Pfister, members of the Compensation and Nomination Committee
Board of Directors: the final choice of the succession is a collective decision
The efficiency of the Board of Directors is fully questioned because the CEO (Laurent Rousseau) was not initially supported by the Board
The Board refuses to commit to appoint an independent Chairman
« One can really wonder if SCOR's Board of Directors has the necessary distance and independence of vision? » : letter from Gouvernance en Action of June 1rst 2021
WE WILL VOTE AGAINST la réélection de Denis Kessler, Claude Tendil et Bruno Pfister, en tant qu’administrateurs ayant participé aux décisions relatives à la succession