In item 6, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of the share capital. Two slates of nominees have been submitted, respectively by the Ministry of Economy (23.6% of the share capital) and a group of institutional investors (1.9%). 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.
Concerns may arise over significant relationships of two nominees included in the slate of the Ministry of Economy with the Italian Government (sub-item 6.1). We recommend that shareholders vote for the slate submitted by the group of institutional investors (subitem 6.2), as all the nominees are strictly independent of the Company and its major shareholder.
In item 10, shareholders are called to an advisory vote on the remuneration policy. The quality of disclosure is at highest levels in Italy, as all annual and long-term performance conditions are disclosed and quantified. The overall remuneration amounts are reasonable, also because the Company is controlled by the State. The maximum variable remuneration (on aggregate 264% of the base salary, 55% of which depends on long-term performance) is in line with our voting policy limit of 300% of the base salary. We regret that all variable remuneration components are paid in cash, but it should be noted that the Remuneration Committee has recommended the approval of equity-based long-term incentives at the beginning of the new 3-year term of the Board. In our opinion, the executive variable remuneration is structured to effectively align the interests of executives with the creation of sustainable value in the long term. Accordingly, we recommend approval.