The general meeting of shareholders of the reinsurer Scor promised to be difficult after a year marked by the Covid crisis, results at half mast, a share price on the mat, a governance hiccup with the back and forth of a presumptive successor, Benoît Ribadeau-Dumas and, finally, a legal and media conflict that dragged on with the mutual insurer Covéa.
Today everything seems to be back to normal. The armistice signed with Covéa (still an 8% shareholder but Scor has a call option) was greeted by the markets, the reinsurance sky is emerging and the new designated successor of Denis Kessler, the current CEO, at the helm of Scor for 19 years, in the person of Laurent Rousseau, a man of the seraglio, is unanimous.
As a result, the general assembly took place (virtually) without a clash or a hitch, despite the pressure still exerted by the activist fund CIAM. All the resolutions were passed by an overwhelming majority. With one exception. Once again, the question of Denis Kessler’s remuneration (1.95 million euros, including 750,000 euros of variable), was debated among the shareholders and the voting advisory agencies called for voting against the resolution because the method of calculating the variable portion. Even the very institutional French Financial Management Association (AFG) has stepped up to the plate. In the end, the resolution was passed, but narrowly, with 55% of the vote, a score well below that of last year (68%).
A creation by Denis Kessler
Despite everything, Denis Kessler was re-elected without damage to the board of directors (with 91% of the votes), which will allow him to be appointed in the wake, unanimously, by the board of directors as president of Scor. This separation of the functions of chairman and managing director, ardently desired by the regulator for years, and accepted by the board, will thus put an end to nearly twenty years of absolute rule.
The lead director of the board, Augustin de Romanet, paid tribute to the man who managed to turn the company on the brink of bankruptcy to raise it, by the sole force of organic growth, to the fourth rank of world reinsurers.. “The board unanimously recognized that the Scor group has in fact been a creation for 19 years carried by Denis Kessler”, thus declared Augustin de Romanet, “Reason for which there is no doubt as to the fact that it is necessary that Denis Kessler remains president of the group and sees his mandate of director renewed for three years”.
In fact, Denis Kessler has been able to build a group a little in his image: brilliant, cheeky, determined, convinced of the primacy of science over everything else (including its stock market price!). Without showing any emotions in front of this page that turns, the manager contented himself with summarizing his career within Scor in response to a question from a shareholder: “The most difficult thing was to develop a corporate culture shared by the employees. It cannot be decreed but is forged over time ”. This hasn’t stopped him from exhausting a number of potential successors over the past few years.
Not a second choice
Yet it is a “Kessler boy”, Laurent Rousseau, who will take over general management after his co-option to the board of directors, approved by more than 99% of the shareholders. Including the votes of the CIAM fund. “It’s not a second choice”, insisted on Augustin de Romanet, “Laurent Rousseau was among the three names selected by the nominations committee to succeed Denis Kessler”. One finally left for Axa, and the other, initially appointed, Benoît Ribadeau-Dumas, did not have time to be “ fit and proper ”Within the meaning of European regulations (in other words, to be a sufficiently recognized insurer), following Denis Kessler’s surprise decision to shorten his term as CEO.
Until now number two in Scor’s non-life reinsurance activity, Laurent Rousseau is a recognized professional, appreciated internally and who has his networks in the small world of reinsurance (where everyone knows each other), but who distinguished from Denis Kessler by his discretion and an always tempered tone. A sort of “anti Kessler”, at least in terms of form.
Because, fundamentally, there will undoubtedly be no change of strategic course to be expected. Especially since Denis Kessler remains well and truly in the place. Among the challenges awaiting the new CEO: raising the bar for life reinsurance, heavily impacted by the pandemic in the United States, but also convincing the financial markets of the group’s potential.
Paradoxically, the agreement with Covéa, which results in particular in the sale of 30% of Scor’s life reinsurance portfolio to the mutualist, for one billion dollars, has made it possible to better promote the life business. However, the title still hovers around 26 euros, below 28 euros, the price of Scor’s call option on Covéa’s stake.
