MILAN. In view of the meeting on April 20, and even before the examination of the raises for the network arriving by the 18th of the month, Vivendi’s pressure on Tim’s advice is mounting. After last Friday’s already peremptory letter, the leading French shareholder of the TLC group (of which he holds 23.75%) reiterated his remarks in a series of pre-meeting questions, drawn up at the invitation of chairman Salvatore Rossi since Paris itself had asked all shareholders to be accountable. At the heart of the questions are governance issues on the incentive plan reserved for CEO Pietro Labriola and the main managers.
Vivendi complains about “the lack of transparency of the objectives of the new bonus mechanism” on which the assembly will have to vote. The first shareholder says he is “convinced that managers should be paid adequately” but also asks for “indications regarding a reasonable salary for 2022 and 2023 so that managers aim to outperform and not settle for average results”. After underlining the disconnect between bonuses and results in recent days, the finger is now pointed at governance (Rossi has been in the crosshairs since time immemorial) and at the committees, in particular at the one dedicated to appointments and remuneration, chaired by Paola Bonomo. Vivendi’s is a barrage of fire: «Because the board – they essentially ask – did not deem it appropriate to make use of discretionary powers to better align» the bonus, at least in its upper part, with the experience of the shareholders. And again: how can shareholders «have confidence that the new, mostly undisclosed objectives contained in the proposed policy are sufficiently challenging?». Doubts are also about the decision-making process: “Do the current board of directors and the remuneration committee believe they have devoted sufficient time and resources in defining the current proposals relating to compensation?”. Paris arrives to ask which advisors are hired and at what cost. An increasing pressure, in view of an unprecedented: Vivendi will be the first reference shareholder to reject the bonus of a top manager Tim. A taste of what Paris will be able to unleash when the offers of Cdp and Kkr are involved and, if unsatisfactory, it will aim to return them to the sender.