We have serious concerns over the lack of independent representation on the Board (40% according to the Company but 33% as per our guidelines) and the excessive influence of the Spanish State on the management of Aena (67% of Board members have or have had significant relationships with Spanish political institutions). Also taking into account that the Chair and CEO positions are combined, we recommend that shareholders oppose the ratification of the appointment of the Chairman-CEO Mr. Maurici Lucena Betriu as executive Director (item 7.1).
Due to our concerns over the composition of the Board, we also recommend opposing the re-election of representatives of the Spanish State in items 7.2, 7.3, 7.4, 7.5 and 7.7.
In item 7.6, we also recommend opposing the appointment of Mr. Josep Antoni Durán i Lleida as non-executive Director. Even though the Company considers him to be independent, he cannot be considered as such as per ECGS guidelines due to his long-standing memberships at Spanish political institutions (over 30 years, until 2015).
In item 10, shareholders are called to an advisory vote on the Annual Remuneration Report. As the remuneration policy of Aena is defined in compliance with Spanish legislation on Public Sector Companies, the amounts are very low in comparison with similar companies by size and industry. Non-executive Directors' fees are capped at € 11'994 per year and the CEO's remuneration is capped at € 164'576, including a maximum bonus of € 12'185. We regret that the executive variable remuneration exclusively depends on annual performance metrics (which are only disclosed ex-post), and it is not in line with shareholders' long-term interest. Furthermore, serious concerns may arise over excessively low remuneration, which risks to impair the appointment of executive and non-executive Directors with strong profesional backgrounds from the private sector. Therefore, we recommend opposition.
Aena SME SA, formerly Aena SA, is a Spain-based company primarily engaged in the airports operation. Its activities are divided into four segments: Airports, which comprises Aeronautical subdivision, responsible for the management of airports, jetways, security, handling, cargo and fuel services, among others, as well as Commercial subdivision, including duty-free and specialty stores, restaurant services, car rental, as well as banking services and advertising; Services outside the terminal, which manages real estate assets, such as parking lots, warehouses and lands; International, which comprises operations of Company's subsidiary, Aena Desarrollo Internacional SA, that invests in other airport owners principally in Mexico, Colombia and the United Kingdom; and Others, encompassing corporate activities. It manages tourism, hub and regional airports, as well as heliports and general aviation areas. Furthermore, its destination range comprises Europe, the Americas, Asia and Africa.
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NEWS SUMMARY: AENA, ARCELOR MITTAL, ELECTRICITY AND GAS SECTOR, ENCE, ROVI, UNICAJA. MARKETS YESTERDAY AND TODAY Little movement on the markets European markets closed with slight gains in a session marked by a calendar full of macro data releases. In the Euro Stoxx we highlight the rises in Retail and Food (offsetting the poor performance over the past few days) compared to the worst performance in Basic Materials and Media. On the macro side, in Germany September’s factory orders rose slightly more than expected. In Spain, September’s industrial output slowed more than expected. Separate...
COMPAÑÍAS QUE APARECEN EN EL INFORME. ESPAÑA. AENA, ARCELORMITTAL, ENCE, ROVI, SECTOR GAS, UNICAJA. EUROPA. AXA, D.TELEKOM, LVMH, SECTOR BANCOS EUROPA, SIEMENS, UNICREDIT. Sin grandes movimientos Europa terminó con ligeras ganancias en una jornada marcada por un calendario cargado de referencias macro. En el Euro STOXX destacaron las subidas de Retail y Alimentación (compensando el mal comportamiento de los últimos días) frente a R. Básicos y Media que cerraron con los peores registros. Por el lado macro, en Alemania los pedidos de fábrica de septiembre rebotaron algo más de lo previsto. En E...
De la conference call de Rdos. 9 meses’19 destacamos: En relación a la quiebra de Thomas Cook, la compañía manifiesta que las reservas de la temporada de invierno (+0,5% vs año anterior) fueron realizadas antes de que se conociesen los incentivos planteados por AENA en este sentido. Por otra parte, esperan que el impacto sea limitado dado que gran parte de esa capacidad está siendo asumida por otras aerolíneas. En relación al tráfico, manifiestan que sus objetivos de crecimiento para 2020 (+1,1% vs +2,8% BS(e)) se basan en: (i) cierta caída en la Unión Europea (61% pasajeros totales gesti...
In general, Argenx is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 3, the board of directors seeks approval to amend the Company’s stock option plan ("the Plan"). Although ECGS has no (major) concerns over the proposed amendments, it notes that Plan allows for a (potential) aggregate capital increase of 14.5% of the Company’s issued share capital, which exceeds ECGS’guidelines. In addition, ECGS considers the vesting period for time vesting awards (of between 1 and 3 years) too short. Based on the above, ...
In general, Coloplast is in compliance with the Danish regulations relating to the organisation and procedures of the Annual General Meeting. Under ITEMS 4 and 5.2 the board of directors seeks approval for the Company's remuneration report (ITEM 4) and remuneration policy (ITEM 5.2). Although ECGS strongly welcomes the first separate remuneration report, Coloplast's remuneration structure is NOT considered to be in line with its guidelines. Accordingly, ECGS recommends to vote OPPOSE to both agenda items. Under ITEM 6.1 it is proposed to (re-)appoint Mr. Lars Søren Rasmussen as Chairman of ...
In general, Adyen is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. Under ITEM 2, the supervisory board proposes to newly appoint Ms. Mariëtte Bianca Swart as the Company's Chief Legal and Compliance Officer (CLCO) and member of the executive board for a period of 4-years. ECGS has no concerns over Ms. Swart’s appointment and accordingly recommends to vote FOR. Under ITEM 3, the supervisory board proposes to newly appoint Mr. Kamran Zaki as Adyen's Chief Operating Officer (COO) and member of the executive board for a...
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