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Expert Corporate Governance Service (ECGS)
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Davide Campari April 16th, 2019

In item 2, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Campari's share capital. Two slates of nominees have been submitted: by Lagfin SCA (64.3% of votes with 51.0% of shares), and a group of institutional investors (0.7% of votes with 1.0% of shares), including 9 and 1 nominees respectively.

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.The Board will be made up of 9 Directors. We strongly regret that the slate submitted by the controlling shareholder includes 4 executives and only 2 independent Directors (22%). Therefore, we recommend that shareholders support the slate submitted by the institutional investors (sub-item 2.2), as the nominee in the slate is independent from the Company and its controlling shareholder.

In item 3, we also recommend that shareholders oppose the re-appointment of the controlling shareholder, Mr. Luca Garavoglia, as executive Chairman of the Board.

In item 7, shareholders are called to an advisory vote on the Company's remuneration policy. We strongly regret that the long-term incentive is based on a stock option plan not depending on any performance conditions, and the maximum annual bonus (180% of the base salary) exceeds our voting policy limit of 150% of the fixed remuneration. Therefore, we recommend opposition.

Underlying
Campari

Davide Campari-Milano is engaged in manufacturing spirits industry with an extensive product portfolio in three business lines: spirits, which includes internationally brands such as Appleton, Campari, Carolans, SKYY vodka and Wild Turkey, as well as brand in local markets including Aperol, Cabo Wabo, Cynar, Frangelico, GlenGrant, Ouzo 12, X-Rated Fusion Liqueur, Zedda Piras, and Brazilian brands Dreher, among others; wines, which main regional brands are Liebfraumilch, Mondoro, Odessa, Riccadonna, Sella&Mosca and Teruzzi&Puthod; and soft drinks, which covers the extended ranges of Crodino and Lemonsoda. Co. operates in 190 countries with registred positions in Europe and the Americas.

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. 

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Expert Corporate Governance Service (ECGS)

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