Shareholders of Proximus rejected the mobile phone company’s remuneration policy and report at their annual general meeting on Wednesday.
The Federal Government, represented by the Federal Participation and Investment Company (SFPIM), abstained from both votes.
SFPIM’s representative explained at the meeting that, while a competitive pay structure was necessary to attract talent, remuneration for board members and the CEO should be “proportional.”
The abstention of SPFIM, which has a 53% stake in Proximus, was driven by a desire to contribute to exemplary governance and by the lack of sufficient benchmarking to frame the compensation, the representative said.
Proposal to allow staff to buy discounted shares shelved
The state shareholder believes certain elements of the previous remuneration policy deserve thorough evaluation and insists on better benchmarking against other companies.
The Chairman of the Proximus Board of Directors, Stefaan De Clerck, acknowledged the abstentions and made a commitment to address them. The issue will come up for discussion at a meeting of the board of directors next month.
As a result of the rejection, a proposal to allow staff to buy discounted shares was shelved. This was one of the few changes from the previous policy, alongside a stock option plan for top management.
Tensions between Proximus and political parties
Tensions between Proximus and political parties were evident during the meeting.
Board Chairman De Clerck criticised recent public comments, advocating for clear agreements and minimal public commentary on a publicly traded company.
Representatives of the Mouvement Réformateur (MR) and Nieuw-Vlaamse Alliantie (N-VA) parties have frequently commented on the management of Proximus.
De Clerck also stressed the need for a strategic plan that is developed collaboratively.
Almost €6 billion in dividends since 2013
Since 2013, €5.9 billion in dividends have been paid to shareholders, including €3.3 billion to the State of Belgium. Additionally, €2.1 billion has been paid in taxes, €3 billion in social security, and €600 million for the spectrum.
Shareholders agreed to extend De Clerck’s mandate for up to a year as the company searches for a successor to CEO Guillaume Boutin, who leaves in mid-May to take up a senior position at British telecom company Vodafone.
Proximus is searching for a new group CEO and a CEO for Proximus Global.
Turning point in the state's management of its participation
Starting on Thursday, Human Resources Director Jan van Acoleyen will be interim group CEO, while CFO Mark Reid will be interim CEO of Proximus Global, with Boutin in an advisory role until his departure.
Shareholders also approved the appointment of Koen Kennis as a board member, replacing Karel De Gucht, and Franck-Philippe Georgin, succeeding Ibrahim Ouassari.
Minister of Public Enterprises Vanessa Matz viewed the state’s abstention as a turning point in the way Government manages its participations, aiming for strategic and professional governance that meets societal needs.
