Report
Expert Corporate Governance Service (ECGS)
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DiaSorin - AGM 24 April 2019

In item 2, shareholders are called to an advisory vote on the remuneration policy for executive Directors and other executives with strategic responsibilities. We strongly regret that both the annual and long-term cash incentives depend on only one performance metric (EBIT), meaning that executives are paid twice for achieving the same target. Furthermore, the executive variable remuneration also comprises a stock option plan not depending on any performance conditions. Therefore, we recommend opposition. In item 5, we also recommend opposing the 2019 Stock Option Plan.

In item 3.3, 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 the share capital. Two slates of nominees have been submitted: by the non-executive Chairman and controlling shareholder of DiaSorin (56.9% of votes with 45.0% of shares, held through the family holding company Finde SpA), and a group of institutional investors (1.0% of shares), including 15 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.

We also have serious concerns over the Company's corporate governance, as it does not respect the "one share rone vote" principle: all shareholders that have registered their shares for more than 2 years are entitled to receive an additional voting right. The slate of the controlling shareholder (sub-item 3.3.1) includes only 5 (33%) independent nominees according to our guidelines. Therefore, we recommend that shareholders support the slate submitted by the institutional investors (sub-item 3.3.2), as the nominee in the slate is independent from the Company and its controlling shareholder.

Underlying
DiaSorin

Diasorin is engaged in the market for in vitro diagnostics. Co. is developing, producing and commercializing diagnostic tests that are designed for hospital and private testing laboratories for use in different clinical areas in the market of immunodiagnostics and molecular diagnostics. In the immunodiagnostics market segment, Co. develops, produces and markets immunoreagent kits based on three different detection techniques. In the molecular diagnostics segment, Co. supplies end laboratories with an automated solution to perform the three steps required for the final diagnostic result.

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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