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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NEWS SUMMARY: BBVA, EBRO FOODS, ENAGÁS. MARKETS YESTERDAY AND TODAY Market gains slow Despite European indices falling by around -1% during a large part of the session, the good market opening in the US and the last-minute increase in the crude oil price led stock markets to end flat. Within the Euro STOXX, there was a mixed performance among sectors, with Energy and Telecoms being the best-performing sectors and Insurance and Financial Services seeing the biggest drops. On the macro side, in the Euro zone, money supply M3 accelerated more than expected in July. Separately, Nowotny, in tun...
COMPAÑÍAS QUE APARECEN EN EL INFORME. ESPAÑA: BBVA, EBRO FOODS, ENAGAS. EUROPA: SANOFI. Se frenan las ganancias A pesar de que buena parte de la sesión los selectivos europeos presentaron caídas c. al -1%, la buena apertura de EE.UU. y el rebote del petróleo a última hora dejaron las bolsas planas. En el Euro STOXX dispersión sectorial siendo los mejores Energía y Telecomunicaciones mientras que presentaron las mayores pérdidas Seguros y S. Financieros. Por el lado macro, en la Eurozona la M3 se aceleró más de lo esperado en julio. Por su parte, Nowotny, en línea con De Guindos hace unos día...
On 9 May 2019, the Company issued convertible bonds for a total principal amount of EUR 150 million. The sole agenda item relates to the proposed approval and ratification, in accordance with Article 556 of the Belgian Companies Code, of conditions of the convertible bonds in case of a change of control. These are standard provisions and they are in line with the market practice. Hence, we see no reason for shareholder concern and recommend to approve.
General: Hella is a leading automotive supplier with over 125 locations in some 35 countries. In financial year 2018/2019, the Company generated sales of EUR 7.0bn with around 39,000 employees. Hella specialises in innovative lighting systems and vehicle electronics in its segments Automotive and Aftermarket. Furthermore, in its Special Applications segment, Hella develops, manufactures and sells lighting and electronic products for specialist vehicles. As of 31 May 2019, a total of 60.00% of the Company's shares were covered by a pool agreement of family shareholders. A total of 62 members o...
In general, NN Group is in compliance with the Dutch regulations relating to the organisation and procedures of the Extraordinary General Meeting. On August 12, 2019, the Company announced that Mr. Lard Friese stepped down as CEO of the Company to become the new CEO of Dutch competitor Aegon. ECGS notes that the sole agenda item of this EGM (ITEM 2) concerns the intended appointment of Mr. David Knibbe as CEO and member of the executive board of NN Group. According to Dutch law and the Company's Articles of Association, shareholders are NOT entitled to vote on such agenda item; it is a discus...
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