PARIS:
French activist fund CIAM will ask reinsurance company SCOR’s CEO Denis Kessler to surrender the chairmanship of the company’s board after he thwarted a takeover attempt earlier this year.
CIAM, which has just under one percent of SCOR, will ask the reinsurer’s shareholders to oust Kessler from the board at the next general meeting on April 26. But the fund does want Kessler to remain as CEO, it said in a statement on Monday.
Earlier this year, Kessler, who has run the company since 2002, successfully opposed an 8.5 billion euro ($9.62 billion) takeover attempt by SCOR’s largest shareholder Covea, which had offered a 20 percent premium over SCOR’s share price.
Unlisted French insurance company Covea holds just over eight percent of SCOR and had wanted full control.
SCOR’s shares have lost more than 10 percent since late January, when Covea dropped its plan amid an acrimonious fight in which SCOR sued Covea’s top management as well as Covea’s investment bankers for breach of trust.
CIAM has questioned the way Kessler handled Covea’s move. “The hostile reaction towards its major shareholder did not seem appropriate,” CIAM said.
The fund criticised Kessler for being “ubiquitous and omnipresent” in the company’s governance and for making it hard for the board to oversee him by constantly reshuffling board seats. CIAM also criticised Kessler’s lack of a succession plan.
“The dysfunctional governance of SCOR is obvious and triggers serious issues in the company’s management that increase risks for shareholders,” the fund said in a document sent to SCOR shareholders.
CIAM will also ask shareholders to oppose Kessler’s pay package and will oppose the renewal of board member Augustin de Romanet, who they consider too close to Kessler and holds too many mandates in other companies. De Romanet is chairman and CEO of airport operator Aeroports de Paris.
The fund said Kessler’s compensation is high compared with industry standards and even more so when taking into account SCOR’s share price performance.
SCOR’s board, in response, backed Kessler, asking shareholders to support both Kessler and de Romanet. The board refuted CIAM’s allegations saying they were “seriously unfounded, erroneous and deceptive”.
SCOR said Kessler’s departure from the board would automatically mean he would have to leave the CEO job.
After being appointed at the helm of SCOR in November 2002, Kessler managed to turned around the company, but over the past couple of years its shares have underperformed competitors.
CIAM recommended appointing British board member Kory Sorenson or her Swiss colleague Bruno Pfister as chair of the board.
During today's meeting, the Board of Directors of SCOR has unanimously decided to reiterate its full support to Denis Kessler and Augustin de Romanet and, accordingly, to recommend the shareholders of SCOR to vote against the draft resolution presented by CIAM and in favor of the draft resolutions proposed by the Board of Directors of SCOR, including in particular the renewal of Augustin de Romanet as director of SCOR and the approval of the remuneration of Denis Kessler, said a release issued by SCOR on Monday.
The excellent performance of SCOR. CIAM states that “the evolution of SCOR's share market price appears poor compared to its peers”. The facts clearly prove otherwise:
Over the past ten years, the total return for SCOR shareholders, with dividends reinvested, has reached 301%.
Since the launch of its most recent strategic plan, Vision in Action, in September 2016, SCOR has outperformed all its main Tier 1 reinsurance competitors, with its share market price having increased by 42.4%.
Moreover:During the year 2018, SCOR paid 312 million euros in dividends and completed share buy-backs for an amount of 194 million euros, which represents in aggregate more than 500 million euros paid to its shareholders within a year.
($1 = 0.8839 euros).