ATL Atlantia

Etude de l'AG du 21/04/2017

In item 3, the Board proposes the adoption of two long-term incentive plans to replace the "Phantom Stock Option Plan 2016-2019" which terminated in 2016: a "phantom stock grant plan" and a "phantom stock option plan", providing for a cash payment respectively equal to aggregate market price of performance shares and the difference between the share market price and a predefined exercise price. We strongly regret that the main terms of the incentive plans (performance conditions and maximum amount) were not defined before requesting approval of shareholders. Furthermore, concerns may arise over the possibility to increase the number of phantom stocks by the dividends distributed during the vesting period, as it may incentivize the distribution of dividends not in line with the Company's financial position. Therefore, we recommend opposition.

In item 4, the Board proposes to ratify the appointment of Mr. Marco Patuano as nonexecutive Director. Since 18 January 2017, Mr. Patuano is the CEO of Atlantia's major shareholder Edizione Srl (30.25%). He held several executive positions at Telecom Italia from 1990 to 2016 (CEO from 2011 to 2016). We have concerns on the overrepresentation of Edizione Srl on the Board (40% of Directors are members of Edizione) and the lack of independent representation (40% as per our guidelines and 53% according to the Company's self-assessment). Accordingly, we recommend opposition.

06/04/2017
26 pages
EN

Research Provider

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. 

Read more

Underlying

Industrial - Italy
Visit Atlantia's profile page to view all their available research.

ResearchPool Subscriptions

Get the most out of your insights

Get in touch