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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On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.
General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...
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