In item 5 and item 6, the Board proposes the distribution of 2 scrip dividends, giving shareholders the option to receive their dividend, in full or in part, in cash or free shares. The maximum aggregate amount of the distributions is equal to € 545 million, which is equal to 120% of consolidated net income in 2017. However, it should be considered that the actual cash payment will depend on the number of shareholders opting for the cash dividend (selling their rights of free allocation to Ferrovial at a fixed price). In 2017, more than 40% of shareholders opted for the cash dividend and the actual cash distribution was € 218 million. As the proposed scrip dividend program represents a valid option for the Company to preserve capital, maintaining the shareholders' right to alternatively decide whether to receive all or part of their dividend in cash or free shares, we recommend approval.
In item 7, the Board requests the authorization of shareholders to reduce the share capital by cancelling up to maximum 20.4 million treasury shares (2.8% of existing shares), and to purchase up to maximum 19 million shares (2.6%). The authorization to
buy-back and cancel treasury shares will be valid for one year, and the maximum aggregate consideration for the acquisition of treasury shares may not exceed € 275 million. The share capital's reduction is proposed to offset the effects of the repeated issuance of new shares related to the scrip dividend programs, including the potential dilution suffered by those shareholders that will not opt for the full payment of dividends through free shares. Also taking into account the reasonable amount of the share buyback program, we recommend approval.
In item 9, shareholders are called to an advisory vote on the Annual Remuneration Report. The quality of disclosure is good, as all performance conditions are disclosed and long-term targets are quantified. However, we have serious concerns over the
excessive weight of the qualitative assessment of the Board in determining the annual bonus (50% of the Chairman and 40% of the CEO's bonus). Furthermore, the overall variable is capped at 350% of the executive base salary, exceeding our voting policy limit of 300%, and it depends more on the short-term (64% of aggregate variable remuneration at maximum levels) than on long-term results. Therefore, we recommend opposition.
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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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 associat...
Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, 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 UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (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. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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