Report
EUR 1000.00 Purchase single report

AENA April 09th, 2019

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.

Underlying
Aena SME SA

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.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Other Reports on these Companies
Other Reports from Proxinvest

ResearchPool Subscriptions

Get the most out of your insights

Get in touch