The commitment of two modest indivisual shareholders at the beginning of May, Pierre-Henri Leroy, the chairman of Proxinvest,and of his wife, with only 12,000 shares corresponding to € 13,000 euros, was enough to trigger this major change.
This had been precisely the target of the shareholders group gathered by Baudoin de Pimodan (pictured here)
in SolocalEnsemble, particularly disappointed with the dilutive restructuring finally proposed by the Management and granted by the directors elected on 19 September. The fear of a ceasing of payments forced by the creditors before the Commercial Court and a total disappearance of the shares in progress on this occasion had made a management tremble that remained until the end clinging to the certainty of having Well acted, supported by scattere often incompetent Directors.
Above all, the disappointing performance of the Group’s operating performance led SolocalEnsemble’s resisting shareholders to the conviction that only a new management would be able to restore the company the bar, and that this reform was to begin with the dismissal of the governance head, Chairman Robert of Metz.
Highly disappointed by the dilutive restructuring proposed by the Management and granted by the Directors elected on 19 September. The fear of a ceasing of payments forced by the creditors before the Commercial Court and a total disappearance of the shares in progress on this occasion had made a management tremble.
These remained until the end clinging to the certainty of having acted properly, supported by scattered often incompetent Directors.
This was all the more necessary as the latter, as Chairman of the Compensation Committee,
had prepared and had adopted a free share plan for the shareholders to be literally a scoundrel,
a plan that deprived shareholders of up to 6% of the capital with only performance condition of maintaining the current share price below the official objective of the restructuring and even though the company shareholders had just saved the group by reinvesting € 400m in equity and agreeing for the benfit of lenders.
In order to save time, Pierre-Henri and Bénédicte Leroy had agreed to assume alonethe burden of presenting three external resolutions:: the dismissal of Chairman Robert de Metz and of A director long associated withe the LBO investors, Cécile Moulard, plus a serious amendment of the so-called performance shares plan.
See over the site of the association SolocalEnsemble the summary made by
Baudoin de Pimodan of this memorable AGM.
Admittedly, the demands for dismissal were not adopted, that of Robert de Metz collecting 21.79% of the votes and that of Cécile Moulard with 15.77%, as the first had prior to the meeting announced his withdrawal by September.
The Board had not been well inspired to refuse the share plan revised by Mr. and Mrs. Leroy, who thus obtained only 34.62% as the plan of the company, still too generous for the managers was finally rejected with 66.36% of the votes. As a result of the greed of some employeesthe group will miss the action plan to hire new talents…
It remains for the shareholders of Solocal Group to wait until the new nominating committee chaired by theDirector and Nobel fund representative , Philippe de Verdalle, has finally found, with or without the headhunter Heidrick & Struggles, the indispensable competent exemmplary that this great company so badly needs.
June 2017
