In item 6.1, the Board proposes to ratify the appointment of Mr. Santiago Ferrer Costa as non-executive Director representing the largest shareholder SEPI (5%), which is a holding company controlled by the Spanish State. Concerns may arise on the overrepresentation of SEPI on the Board (15% of Directors with 5% of shares), and we also note that at least 6 other Directors have, or have had, significant relationships with State's institutions. Also taking into account the insufficient independent representation on the Board (38% as per the ECGS' guidelines and 62% according to the Company), we recommend opposition.
In item 6.2, it is proposed to appoint Ms. Eva Patricia Urbez Sanz as independent Director. Ms. Urbez Sanz is not independent according to our guidelines, as she is the Head of Strategic Markets Department of Fujitsu Spain, of which the Spanish General State Administration is one of the key clients. Due to our concerns over the insufficient independent representation on the Board (38% as per our guidelines and 62% according to the Company), we recommend opposition.
In item 7, shareholders are called to a binding vote on the Directors' remuneration policy for the 2019-2021 period. The amounts are reasonable (total variable remuneration is capped at 112.5% of the executives' base salary), and the variable remuneration schemes are adequately structured to align the interests of the executives with those of the shareholders in the long term. Also taking into account the good quality of disclosure, we recommend approval.
In item 8, we also recommend that shareholders approve the 2019-2021 performance share plan: all the terms and performance conditions are disclosed, the maximum incentive amount is reasonable (capped at 62.5% of the executive Directors' base salary and on aggregate 0.2% of the share capital), and in our opinion it is adequately structured to align the interests of the beneficiaries with the creation of sustainable value in the long term.
Enagas is a gas transportation company based in Spain. Co. is engaged in the technical distribution and storage of gas through pipelines as well as the provision of regasification services. Co. and subsidiaries are engaged in the ownership, administration, storage, pipeline transportation, distribution flow, and sale of natural gas. As a transport company, Co. also provides gas and manages the gas infrastructures.
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The month of February was characterized by a generally mild weather pattern in Iberia, which impacted electricity demand, down 4.8% yoy to 24.3TWh (YTD -0.7% yoy). February was also weak in terms of hydro (3.6TWh, up yoy but 35% below the 5Y avg) and especially wind production, where the output of 4.5TWh was down 22% yoy and 34% below the 5Y avg (and the lowest February wind production of the last 8 years). However, the low wind/water impact on prices was cushioned by the low demand, with the thermal gap down yoy (-19% to 5.9TWh), while commodity prices were also marginally down vs Feb-18 (Bre...
Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio. Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes : Ownership & Shareholder rights, Board & Committees, Audit & Process, Remuneration. Each theme is rated taking into account several comprehensive sub-categories. Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
Rémunérations : La société communique très précisément la nature des critères quantitatifs non financiers, mais elle ne communique ni leurs poids individuels, ni les objectifs qui devaient être atteints, ce qui ne permet pas aux actionnaires d’estimer si les montants attribués au titre de cette part sont bien alignés sur les performances réalisées, et ce alors même que cette part pèse pour 42% du bonus du Directeur Général. Par ailleurs, l’un des critères de performance des actions de performance permet l’acquisition en cas de sous-performance du critère, ce qui n’est pas une pratique acceptab...
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).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. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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