Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

Atlantia April 18th, 2019

In item 1, the Board proposes to distribute a dividend of € 0.90 per share on 2018 results, to be paid on May 22 (ex-dividend date: May 20). We regret that the proposed dividend distribution (€ 736 million) is not covered by free cash flow (- € 15'729 million in 2018), and concerns may arise over the financial situation of the Company (net debt represents 2.5 times its market capitalization). Therefore, we recommend opposition.

In item 3, we also recommend opposing the authorization to buy-back shares, as the maximum price of the repurchase (120% of the market price) exceeds our voting policy limit.

In item 4.b, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding at least 1.0% of Atlantia shares.

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. Voting advice is provided primarily as a source of information at general meetings.We recommend that shareholders support the slate submitted by the group of institutional investors (sub-item 4.b.2), as all the 3 nominees included in the slate are independent from the Company and its significant shareholders.

In item 5, shareholders are called to an advisory vote on the remuneration policy. We strongly regret that all the variable remuneration components depend on the same indicator (Funds From Operations), and we also strongly regret that the Company granted huge extraordinary bonuses to the CEO (on aggregate worth € 6'494'850), which were exclusively linked to the acquisition of Abertis. Therefore, we recommend opposition.

Underlying
Atlantia

Atlantia is a holding company with subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.

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. 

Analysts
Expert Corporate Governance Service (ECGS)

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