CIAM urges SCOR to end Kessler's combined CEO and chair roles
French investment management firm CIAM, which holds 0.94 percent stake in SCOR, has submitted a draft resolution asking the reinsurer to oust its long-serving chief executive Denis Kessler from the company's board of directors at the next general meeting on April 26.
Kessler has been the CEO and chairman of SCOR since 2002.
CIAM stated that "Denis Kessler is an ubiquitous leader, without any opponent".
"His ubiquitous presence on a low-tenured board appears to inhibit other directors from taking a legitimate stand against his omni present role as 2/3 have been nominated the last 4 years."
"Therefore, under French law, removing Denis Kessler as a director is the most direct and effective way for shareholders to separate the functions of chairman and CEO," it added. "One person combining both roles results in too much power, particularly as the Board elects, revokes, evaluates and determines the level of compensation of the CEO."
CIAM also noted that the way SCOR handled the bid received from Covéa highlighted the company’s oversight practices.
"The company did not set up an ad-hoc committee of independent directors to assess the bid (though Articles 1.1 and 1.2 of the Internal Regulations of the Board provide for it) and the executive committee publicly refused to engage with Covéa representatives," CIAM said.
"The hostile reaction towards its major shareholder did not seem appropriate. Publicly disclosing the subpoenas relevant to legal proceedings against Covéa only to withdraw them shows how Denis Kessler wants SCOR to appear untouchable."
CIAM has also opposed the renewal of Augustin de Romanet as director of SCOR and called for vote against the approval of the remuneration of Kessler.
It said, "Having considered the lack of a strong lead independent director role and the fact that he does not seem independent, CIAM has decided to oppose the renewal of Augustin de Romanet. His position would become irrelevant in the event that the roles of chair and CEO are separated."
"The level of total CEO remuneration is unjustified compared to that of the group’s competitors," it added. "SCOR’s performance does not justify it, nor is it justified when compared with peers."
Meanwhile, SCOR has issued a statement on Monday (March 25) urging its shareholders to reject CIAM's proposal, and reiterated its full support to Kessler and de Romanet.
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