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Enel - AGM 16 May 2019

In item 4, 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 Enel's share capital. Two slates of nominees have been submitted, by the Italian Ministry of Economy and Finance (largest shareholder with 23.6%) and a group of institutional investors jointly holding 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. Voting advice is provided primarily as a source of information at general meetings.

All the nominees included in both slates are independent of the Company and its shareholders. However, minor concerns may arise over advisory services provided to the Italian Government until 2015 by a nominee included in the slate of the Ministry of Economy. Also taking into account the professional background and aggregate time commitments of the nominees, we recommend that shareholders vote for the slate submitted by the group of institutional investors (sub-item 4.2).

In item 8, shareholders are called to an advisory vote on the remuneration policy. The quality of disclosure is at highest levels in Italy, as all performance conditions are disclosed and quantified. The variable remuneration schemes are adequately structured to align the interests of executives with the creation of sustainable value in the long term, and severance payments are in accordance with best practice on the Italian market. However, the CEO's maximum variable remuneration exceeds the ECGS' voting policy limit of 300% of the base salary, and we strongly regret that his fixed remuneration significantly exceeds the median at European peers, with an inflationary effect on his total remuneration, which may amount up to € 7.35 million on an annual average basis equal to 211% of the median at large European utilities companies. Therefore, we recommend opposition.

Underlying
Enel

Enel Societa Per Azioni is engaged in the generation and sale of electricity through its Generation, Energy Management and Sales Italy Division. Co. is also engaged in the distribution of electricity (Enel Distribuzione) and public and artistic lighting (Enel Sole) in Italy through its Infrastructure and Networks Division. Co.'s Iberia and Latin America Division coordinates Co.'s operations in the electricity and gas markets in Spain, Portugal and Latin America. Co.'s Engineering and Research Division manages the engineering processes related to the development and construction of power plants. Co.'s other divisions are the International Division as well as the Renewable Energy Division.

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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