The unexpected disappearance of Eiffage CEO, Peter Berger, is certainly a test for this group of construction and public works. Its board has awarded former President founder, the imperious Jean-François Roverato, 71, the interim. It is an opportunity to participate with the ECGS members to the British FRC consultation on succession planning.
The lack of succession plan at Eiffage accused here again, as we observed last year at Total, another common non-compliance of french companies with the AFEP-MEDEF Code which states (1) « The selection or nomination committee (or an ad-hoc committee) should establish a succession plan for executive directors to be in a position to propose succession solutions particularly in the event of an unforeseen vacancy. This is one of the main tasks of this committee, although it can be, if any, entrusted by the Council to an ad hoc committee. »
Note that the Eiffage « lead director » , another recommendation said Code, was the former CEO Jean-François Roverato, Honorary Chairman of Eiffage, and obviously not independent … In these cases of unitary Boards the only presence of a true successor appointed would nevertheless a useful protection against bad surprises or any abuse of power.
Eiffage shareholders have long been victims of authoritarian governance and the stock price here suffered another time : remember the succession of quasi-founder, the charismatic Jean-François Roverato, had, in his time, successively approached and discouraged two or three candidates until the very happy discovery of an outside young entrepreneur, the late Pierre Berger.
Proxinvest maintains here its criticism of the governance of Eiffage, which protectionism was increased again with the introduction this year of a double voting right, approved by the Caisse des Dépôts, the second largest shareholder behind employees with 20% and soon 27% of voting rights via Bpifrance Participations.
Let’s add not independent Board of Directors where the presence of the founder remained essential and which tabled in 2015 the increase of the term of office of Directors from three to four years.
Recall that the company shareholding is locked by the employees SICAVAS fund by the group management through mysterious statutes… The case in which SACYR Proxinvest was the first to criticize at the time the Eiffage CEO to make a coup against its Spanish shareholders by depriving them of the right to vote in the assembly, with the complacency of the AMF, will have been partially tried to date: the company was found guilty but the Spanish shareholders were victims.
Like last year, the presentation of the remuneration of Pierre Berger communicated by the company or the target bonus, neither the weightings of the quantitative criteria of the bonus or the objectives … Although the amounts involved and the compensation structure were acceptable, Proxinvest could not recommend approval.
Wait and see.
October 26, 2015
