We have serious concerns over FCA's corporate governance, as it does not respect the "one share - one vote" principle, the Board does not have a majority of independent members (58% according to the Company but 42% as per our guidelines), and the controlling shareholder and executive Chairman chairs the Committee responsible for selecting nominees to the Board. Furthermore, since 2017 FCA has been involved in lawsuits concerning alleged violations with respect to the emissions control technology employed by the Company in the US. For all of the above mentioned concerns, we recommend that shareholders oppose the discharge of Board members (item 2.f).
Due to our serious concerns over the composition of the Board, we recommend that shareholders oppose the re-appointment of the executive Chairman Mr. John Elkann (item 3.a), the appointment of the CFO as executive Director in item 3.c (we also note that his appointment will replace an independent Director), and the re-appointment of representatives of the largest shareholder Exor (42% of votes with 29% of shares) Mr. Andrea Agnelli (item 4.c) and Mr. Tiberto Brandolini d'Adda (item 4.d).
We also recommend that shareholders oppose the re-appointment of non-executive Directors Mr. John Abbott (item 4.b) and Mr. Ermenegildo Zegna (item 4.i). Even though they are deemed independent by the Company, they are executives at business partners of subsidiaries and affiliates of FCA Group. Finally, we recommend opposing the re-appointment of the independent Director Ms. Valerie Mars (item 4.f), as we have concerns over her aggregate time commitments.
In items 6.1 and 6.2, we recommend opposing the authorization to increase the share capital by maximum 20% (10% under a general authority and 10% in connection with M&A transactions), as the power to eliminate pre-emptive rights exceeds the ECGS' voting policy limit of 10%. In item 6.3 we also recommend opposing the issue of special voting shares.
Fiat Chrysler Automobiles is a holding company. Through its subsidiaries, Co. is an international automotive group engaged in designing, engineering, manufacturing, distributing and selling vehicles, components and production systems. Co. has operations in approx. 40 countries and sells its vehicles directly or through distributors and dealers in more than 140 countries. Co. designs, engineers, manufactures, distributes and sells vehicles for the mass market under the Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep, Lancia and Ram brands and the SRT performance vehicle designation.
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>A low-key show - The Frankfurt Motor Show kicked off this week with the press and trade visitor days ahead of the opening to the public on Saturday 14 September. The most striking thing about the event, which confirms an underlying trend, is the absence of numerous brands, which preferred to stay away, for reasons to do with costs and/or a refocusing of their communication strategies on more targeted events. We attended the customary presentation of the German autom...
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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