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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A director at Ferrovial Sa sold 10,000 shares at 21.363EUR and the significance rating of the trade was 67/100. Is that information sufficient for you to make an investment decision? This report gives details of those trades and adds context and analysis to them such that you can judge whether these trading decisions are ones worth following. Included in the report is a detailed share price chart which plots discretionary trades by all the company's directors over the last two years clearly showing Close periods where trading activity is restricted under listing rules. The names of board m...
Item 3: Approve the Remuneration ReportThe remuneration structure is satisfactory, though accelerated vesting is possible. Potential and actual total variable remuneration exceed guidelines, but not very much. They are moderate in comparison with UK market practice. Overall, the quantum during the year was not excessive. We recommend shareholders vote in favor.
Item 3: Approve the Remuneration Report The structure is weighted more heavily towards short-term performance. One of the performance metrics for the LTI is the payment of sustainable dividends, which is not considered appropriate as executives can potentially influence the payout level. The LTI also includes relative TSR as a performance metric. Nevertheless, the quantum is not excessive and even maximum potential amounts are moderate. On balance, we recommend shareholders vote in favor. Item 4: Approve the Remuneration PolicyThe main concern with the Company's remuneration policy is that pa...
Item 2: Approve the Remuneration ReportThe remuneration structure is unsatisfactory. The main concern at the Company is that the potential maximum incentive pay including the bonus, matching shares on the deferred portion of the bonus and the LTI amounts to 1000% of base salary, which is considered grossly excessive. Actual incentive pay during the year was1.6 times the ECGS limit. Furthermore, variable remuneration is overly reliant on a single performance metric, benchmark profit before tax. A second performance criteria will be used in the coming year. We note that the Company has adjusted ...
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