CIAM criticises SCOR for 'double-dipping' Kessler and 'unjustified' AGM date

French activist investor CIAM has criticised SCOR's decision to hold its annual general meeting (AGM) earlier than previous years due to coronavirus (COVID-19) pandemic, calling the move "unjustified" in a strongly worded statement, in which it also reiterated concerns over the reinsurer's executive pay policy.

The investor stated that a postponement of AGM would be more "shareholder-friendly" and would allow SCOR to focus on managing the COVID-19 impact instead of preparing for an AGM in the current context. It said SCOR's move appears to be "surprising and defensive", as well as "unjustified" given the current circumstances.

"SCOR is probably the only company to have pulled its Annual General Meeting (AGM) much earlier this year," CIAM said. "Such move significantly reduces the time available for shareholders to review the materials published or to engage with the Company in these testing times."

CIAM also criticised the reinsurer for making "only cosmetic changes" to its executive pay policy despite "nearly half of the shareholders opposing SCOR’s policy last year".

"As a shareholder of SCOR SE holding above 1% of the share capital, CIAM feels it necessary to communicate to the Company and its shareholders the areas of significant concern which remains largely unaddressed by an unresponsive board," CIAM CEO Catherine Berjal said in a statement.

The investor, which previously publicly opposed SCOR's executive remuneration policy, went on to say that it is "extremely disheartened with the lack of responsiveness and effort" by the Compensation and Nomination Committee to consider shareholder concerns, and that the reinsurer's "poorly drafted pay policy continues to lavishly reward its chair/CEO [Denis Kessler]"

CIAM said: "Despite receiving year-on-year significant opposition on its executive remuneration policy and practices, CIAM notes only cosmetic changes to the remuneration policy for 2020. Meanwhile, shareholders have suffered from poor share price performance even prior to the recent COVID-19 crisis. CIAM feels obliged to remind that SCOR refused to initiate discussions with Covéa, its main shareholder, which was offering an initial €43 per share c. 18 months ago."

Furthermore, CIAM alleged that SCOR continues to choose the same performance measures (i.e. ROE and Solvency) for equity awards as the bonus plan, rewarding its CEO Denis Kessler twice for the same performance (“double-dipping”).

The investor has asked for SCOR to disclose further information on its succession plan and publicly clarify its position on the appointment of an independent chairman.

Finally, CIAM noted that it will maintain its position to vote against pay-related resolutions at the upcoming AGM, whether it is held on April 17th or at a later stage, if no amendments are made by then.