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 (42% as per our guidelines and 67% according to the Company, which considers executive members of business partners as independent Directors), the Chairman holds executive powers, is a representative of the controlling shareholder and he chairs the Committee responsible for selecting nominees to the Board. Furthermore, since 2017 FCA has been involved in a lawsuit concerning alleged violations with respect to the emissions control technology employed by the Company in the US, and in May 2017 the European Commission launched an infringement procedure against Italy for failure to fulfil its obligations under EU vehicle type-approval legislation with regards to FCA. For all 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 reappointment of the executive Chairman, representative of the controlling shareholder and Chairman of the Governance & Sustainability Committee, Mr. John Elkann (item 3.a).
In item 4.b, the Board proposes to appoint Mr. John Abbott as non-executive Director. Independent according to the Company, Mr. Abbott is a member of the Executive Committee of Royal Dutch Shell, which is a business partner of FCA's sister company Ferrari (spun off from FCA in 2016). As Mr. Abbott is not independent according to our guidelines, and considering the lack of independent representation on the Board, we recommend opposition.
We also recommend that shareholders oppose the reappointment of Mr. Michelangelo Volpi (item 4.h) and Mr. Ermenegildo Zegna (item 4.j), who are not independent according to our guidelines as respectively member of FCA's controlling shareholder Exor and CEO of a business partner of FCA Group's Maserati.
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 director at Fiat Chrysler Automobiles NV sold 150,000 shares at 13.350USD and the significance rating of the trade was 72/100. 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...
No-moat-rated Fiat Chrysler has withdrawn its Renault (also no-moat-rated) merger proposal. Renault's Board met on Tuesday and Wednesday, each resulting in an announcement that a decision would be postponed. In the last press release, the Board said that it, "was unable to take a decision due to the request expressed by the representatives of the French State to postpone the vote to a later Council." Shortly after, Fiat Chrysler issued a press release stating that, while the company believes the proposal was structured to "deliver substantial benefits to all parties," the company said, "the po...
Item 2: Approve the Remuneration ReportAlthough the remuneration structure was previously considered satisfactory, the changed situation for long-term incentive pay means that it is no longer considered acceptable. The new LTI awards exceed guidelines, are transaction-based and are overly dependent on the discretion of the remuneration committee. Furthermore, there will be no long-term incentive pay in 2019. Actual incentive pay for the year was excessive. We recommend shareholders oppose.EGM Items 1 - 4: Return of Value to Shareholders The Company is seeking to return value to shareholders. ...
Item 2: Approve the Remuneration ReportThe structure is considered acceptable. However, the STI and the LTI are overly reliant on a sole performance metric, EBITDA. Furthermore, pay is only slightly weighted toward the long-term. Actual incentive pay for the year exceeded ECGS guidelines, though concern with this is partially mitigated by the lower base salary. Nevertheless, on balance, we recommend shareolders oppose. Items 6-16: Re-elect the Board of DirectorsThere is insufficient independent representation on the Board and insufficient gender diversity. One of the joint Chairman is the for...
Item 4: We recommend to oppose the discharge of the Supervisory Board as we have concerns over the Management Board's remuneration system - both regarding transparency and content. Items 6.1-6.8: We recommend to oppose the (re-)election of all candidates to the Supervisory Board due to independence concerns, concerns over aggregate time commitments and/or over insufficient information provided about the candidates. Items 9 and 11: We recommend to oppose the creation of a new authorised and a new conditional capital as the potential dilution level may exceed our guidelines.
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