Transaction Capital Ltd 2019 AGM

Executive compensation

At Proxy View we resolved to vote against the executive compensation policy and report of Transaction Capital at its upcoming AGM on the 7th March.

The short term KPIs are identified as part of the policy statement, but the targets set are not adequately defined, or not defined at all.  In our view the target for growth in headline earnings above CPI is not stretching management, nor is the determination of the STI outlined for a shareholder to understand and assess.

Chairman serving on the audit committee

We note that the chairman also serves on the audit, risk and compliance committee.   We consider him to be over-extended considering his many board appointments.

We also do not support the election of the chairman to serve as a member of the audit committee.  This does not meet rule 3.36.1 of Principle 3 of King IV, and the company’s report on King IV does not explain this non-adherence.