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Expert Corporate Governance Service (ECGS)
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Cerved Group April 16th, 2019

In item 3, shareholders are called to an advisory vote on the remuneration policy. The aggregate variable remuneration of the CEO may exceed our voting policy limit of 300% of the base salary (it is capped at 470%), but it is substantially linked to long-term performance (the 3-year incentive represents 85% of variable remuneration). Also taking into account that the CEO's fixed remuneration is reasonable (€ 500'000), we recommend approval.

In item 5, we recommend that shareholders oppose the authorization to purchase treasury shares. Although, the terms of the authorization are in line with our guidelines, 70% of the performance share plan is tied to pre-tax profit per share, and concerns may arise over the possibility to use share buy-backs to increase the executive variable remuneration.

In item 6.c, the AGM is called to appoint the Board of Directors on slates of nominees submitted by the outgoing Board and shareholders holding at least 1.0% of Cerved's share capital. Four slates of nominees have been submitted: by the outgoing Board, MutuiOnline SpA (3.0% of the share capital), Alatus Capital (2.5%) and a group of institutional investors (jointly 7.5%).

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.Taking into account the election mechanism and the profile of all the nominees included in the 4 slates, we would recommend that the 2 most voted slates are the one submitted by the Board of Directors, in sub-item 6.c.1 (despite our concerns over the re-appointment of the Chairman Mr. Cerchiai, due to time commitments and the investigations on alleged market manipulation) and that of the institutional investors in item sub-item 6.c.4. Also taking into account the percentage of share capital held by the shareholders that submitted the alternative slates, we recommend that shareholders support the slate submitted by the Board of Directors (sub-item 6.c.1).

Underlying
Cerved Group

Cerved Group SpA is an Italy-based company engaged in the professional information services industry. The Company provides financial information for corporate and financial institutions. The Company's business activities are divided into three segments. The Credit Information segment offers business information products and services, real estate information, public credit rating and analytics services, as well as consumer credit information. The Marketing Solution segment provides analysis and economic information, based on which, clients are able to develop businesses, gain customers and calculate sales network. The Credit Management segment focuses on services to assess and manage non-performing loans and other impaired assets for third parties, including investment funds, banks and other financial enterprises. Furthermore, Cerved Information Solutions SpA is a parent of the Cerved Group. It operates through Fox & Parker Srl and Credit Management Srl.

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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