In item 3, shareholders are called to an advisory vote on the Annual Remuneration Report, including the remuneration policy and the amounts paid in the last year. The Company has improved the quality of disclosure, including the performance metrics used to calculate the 2017 bonus, but individual weightings are not disclosed and it is not clear whether a percentage of the bonus will depend on a discretionary assessment. In 2016, the Company paid an additional fee of € 1 million to a non-executive Director, for his "dedication and efforts". We strongly regret that extraordinary bonuses are allowed for non-executive Directors, as it risks to undermine their independent judgement. Longterm incentives do not depend on any performance conditions and short-term
performance conditions are not adequately disclosed. We also note that the same bonus amount was paid to the CEO at least in the last 4 years, regardless of the actual performance (the Company does not disclose the level of achievement of short-term targets). Also taking into account the egregious severance payments for the Chairman- CEO (aggregate pension contributions of € 39.7 million plus a severance pay capped at 5 years of total remuneration), we recommend opposition.
In item 6, the Audit Committee proposes to re-appoint Deloitte as the Company's auditor for an additional year. Although the level of non-audit fees does not raise concerns, the number of years in office is above the threshold defined by ECGS guidelines (10 years). We also note that the term of office of Deloitte is not in compliance with the new Spanish Accounting Auditing Law (Law n. 22/2015), prescribing a total maximum period of 10 years for the duration of the contract of listed companies' auditors. Therefore, we recommend opposition.
In item 9, we recommend opposing the authorization to repurchase treasury shares, as the maximum price of the repurchases (120% of the share market price) exceeds our voting policy limit of 110% and treasury shares may be used to cover the Company's stock option plans, which are not linked to any performance conditions.
ACS Actividades de Construccion y Servicios is a holding company. Through its subsidiaries, Co.'s activities are divided into the following areas: Construction, engaged in the construction of civil works, and residential and non-residential building construction; industrial services, engaged in the development of applied engineering services, installations and the maintenance of industrial infrastructures in the energy, communications and control systems sectors; services, groups together environmental services, the outsourcing of building maintenance services, logistics and transport services; and concessions, mainly engaged in transport infrastructure concessions.
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Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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