Ipsos Group S.A. | Independence of the board at Ipsos Group S.A.

Status
34.40% votes in favour
AGM date
Previous AGM date
Proposal number
36
Resolution details
Company ticker
IPS
Lead filer
Resolution ask
Amend board structure
ESG theme
  • Governance
ESG sub-theme
  • Independent board
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Technology
Company HQ country
France
Resolved clause
The General Shareholders' Meeting, deliberating pursuant to the quorum and majority requirements for Ordinary General Shareholders' Meetings, having considered the request for registration of a resolution addressed to the Chairman of the Board of Directors, decides to appoint Mr. Hubert Mathet as Director. This mandate is granted for a four-year term, i.e. until the end of the General Shareholder’ Meeting called to approve the financial statements for the financial year ending in 2025.
Supporting statement
Ipsos is a major player in the market research and opinion polling industry, and in personalized research. As stated in the 2020 Universal Registration Document, with the explosion of the amount of data available, Ipsos' clients need reliable information more than ever to make the right decisions
quickly. The recent health crisis has demonstrated the crucial role of Ipsos' service offering.

In an environment that has been profoundly transformed by digitalization over the last ten years, Ipsos has been able to transform itself by adapting its organization, maintaining its innovation efforts and making acquisitions to strengthen its competitive position and accelerate its growth in a profitable
manner.

Today, the challenge is to repeat this success in the new plan to come. The next five years are therefore crucial in terms of strategic choices. As a
responsible investor who wishes to support this plan over the long term, we believe that solid governance is a prerequisite for the definition and execution of this strategy, and therefore a key factor in the success of the group.

The recruitment process for a Chief Executive Officer in 2021 has shown the limits of the current governance. As the bylaws set an age limit of 75 for the position of Chief Executive Officer, Ipsos had initiated a search for a successor to Didier Truchot as Chief Executive Officer, with the latter retaining his position as Chairman of the Board of Directors.

On July 19, 2021, on the occasion of the company's half-year results, the Board of Directors and its Chairman Didier Truchot announced the arrival of Nathalie Roos as Chief Executive Officer.

On September 21, 2021, an Extraordinary General Meeting was convened to vote on Nathalie Roos' compensation policy and the allocation of free performance shares.

On September 27, 2021, the company announced that " Ipsos and Nathalie Roos have mutually agreed to cease the project that was to lead to the appointment of Nathalie Roos as Ipsos Chief Executive Officer. This decision follows in-depth discussions between Didier Truchot and Nathalie Roos, which have been taking place since the announcement of the future nomination on July 19th. Last week, these discussions revealed deep discrepancies between the parties which led to this decision. The Board of Directors of Ipsos SA made the decision to appoint Ben Page as Ipsos’ new Chief Executive Officer, succeeding Didier Truchot from November 15th, 2021. Didier Truchot will be Chairman of the Board of Directors.”

This turnaround raises the question of the independence of the Board of Directors in this decisionmaking process. Especially since, according to our analysis, the proportion of independent directors represents only 40% of the Board members, taking into account the appointment of Mrs. Virginie Calmels, using the criteria of the AFEP-MEDEF code. As an investment banker in charge of the TMT sector, Filippo Lo Franco does not meet the independence criteria set out in article 9.5.3 of the AFEPMEDEF Code.

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