a TROUBLED HANDOVER,
a broken governance
Under pressure, SCOR commits to announcing its succession plan in September 2020
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
The future CEO was invisible and without responsibility
Denis Kessler holds full powers
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
If the planned succession had to be disrupted for personal reasons, those same reasons should prevent him from keeping the Chairmanship
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
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
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