As we have concerns over the lack of independent representation on the Board of Directors (42% as per our guidelines and 50% according to the Company), we recommend opposing the reappointment of the members of the del Pino family (on aggregate holding 35.7%) in items 5.1, 5.5 and 5.8. We also recommend opposing the reappointment of the non-independent Directors Mr. Santiago Bergareche Busquet (item 5.2) and Mr. Joaquín Ayuso García (item 5.3), as well as Mr. José Fernando Sánchez-Junco Mans (item 5.7), who is independent according to the Company but has collected more than 12 years of association with the Group and is the CEO of a supplier of Ferrovial.
In item 9, we recommend that shareholders oppose the authorization to increase the share capital by maximum 50%, as the authority includes the power to exclude pre-emptive rights in connection with 20% of the share capital, which exceeds the ECGS' voting policy limit of 10% on general authorizations without pre-emptive rights.
In item 10, we also recommend opposing the authorization to issue convertible securities, as the authority exceeds our voting policy limit on capital increases without pre-emptive rights, and the proposal includes the authority to issue preferred shares, potentially undermining the principle of shareholder equality.
In item 11, shareholders are called to a binding vote on the 3-year remuneration policy for the members of the Board of Directors. We regret that the aggregate variable remuneration depends more on annual than long-term results (the annual cash bonus will represent 56% of the variable remuneration), and we strongly regret that the performance conditions that will be used to calculate the 2019-2021 incentive are not disclosed (with the only exception of TSR). In addition, we have concerns over the excessive weight of the qualitative assessment of the Board in determining the annual bonus (weighing at least 30% of the bonus). Therefore, we recommend opposition. Due to the lack of disclosure of performance conditions, we also recommend that shareholders oppose the 2019-2021 performance share plan (item 12).
Ferrovial is a transportation company based in Spain. Co. is engaged in operations in the transportation sector. Co. specializes in the design, construction, management, administration and maintenance of transport infrastructures. Co.'s services range also includes the maintenance of parking lots, and land-, sea- and air-based transport networks. Co. is also engaged in the promotion and operation of short-stay parking lots, parking regulation and management services and promotion and sale of residents' parking.
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European Portfolio No changes this week. European High Yield Portfolio Allianz, AB Inbev, Safran, Vinci & Vivendi No changes this week. Spanish Recommended Portfolio No changes this week. 5-Stock Recommended Portfolio Caixabank, Cellnex, Ferrovial, Inditex & Telefónica No changes this week. 5 High-Yield Stock Portfolio Colonial, Iberdrola, Repsol, Santander & Telefónica No changes this week. Mid&Small Recommended Portfolio Applus, CAF, Catalana Occidente, Colonial, Dominion, Indra, Logista, Másmóvil, Sacyr & Unicaja No changes this week.
Cartera Modelo Europa Sin cambios esta semana. Cartera High Yield Europa Allianz, AB Inbev, Safran, Vinci y Vivendi. Sin cambios esta semana. Cartera Modelo España Sin cambios esta semana. Cartera 5 Valores España Caixabank, Cellnex, Ferrovial, Inditex y Telefónica Sin cambios esta semana. Cartera 5 valores High Yield España Colonial, Iberdrola, Repsol, Santander y Telefónica Sin cambios esta semana. Cartera Pequeñas y Medianas España Applus, CAF, Catalana Occidente, Colonial, Dominion, Indra, Logista, Masmóvil, Sacyr y Unicaja Sin cambios esta semana.
NEWS SUMMARY: ELECTRICITY SECTOR, FERROVIAL, IAG, MAPFRE, PROSEGUR CASH. MARKETS YESTERDAY AND TODAY Awaiting new catalysts Following the US holiday, markets ended with drops (that eased at the closing bell), awaiting new drivers to define the next move. In the Euro STOXX, Automobiles and Pharma saw the biggest gains (moderate) while Basic Resources and Energy were the worst performers. On the macroeconomic level, in the US August’s manufacturing ISM and July’s construction expenses came in below expectations, confirming the slowdown in the manufacturing sector and the deterioration of the...
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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