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.
Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.
Proxinvest main services are :
Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.
Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.
As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide.
La société a annoncé depuis son entrée en bourse sa volonté de diversifier son conseil d'administration, qui n'est composé que d'une femme (représentante d'une société administratrice) et que d'un membre indépendant (les taux d'indépendance et de féminisation ne sont donc que de 25%). De plus, l'actionnaire majoritaire, Apax, est surreprésenté au conseil, en possédant la moitié des sièges, pour une participation au capital de 42,19%. Si l'entrée en bourse de la société est récente, nous l'incitons fortement à prendre en compte cette nécessité de diversifier son conseil. Le renouvellement de ...
Proxinvest attire l'attention des actionnaires sur plusieurs points : - Tout d'abord la société est dans un processus qui va permettre à un actionnaire chinois, Fosun, de rentrer au capital via une émission de nouvelles actions lui étant réservée. Suite à cette émission, Fosun deviendra le premier actionnaire et propose donc de nommer un administrateur au conseil de la société. -Ensuite la direction de la société est modifier puisque Marie Meynadier va céder ses fonctions à Mike Lobinsky le 1er Janvier 2019. De ce fait lors de la présente assemblée la société propose une nouvelle politique d...
Item 2: Approve the Remuneration Report The structure is not acceptable as the STI and LTI are equally weighted. Though 25% of the bonus is deferred, it is not subject to further performance conditions and is only held for one year. Additionally, alignment with performance has not been definitively demonstrated, as no bonus targets are disclosed. Finally, awarded amounts are high in relation to index and sector comparisons. Item 4: Re-elect as a director, Emma Adamo. The director is not independent as she is a member of the Weston family. The Garfield Weston Foundation controls Wittington I...
The Company is seeking shareholder approval for the Company’s shares to be transferred to Takeda Pharmaceutical Company Ltd. The Company will become a wholly owned subsidiary of Takeda. This will be effected by means of a Scheme of Arrangement under Jersey Companies Law. Although the Company has presented a strategic justification for the merger and the price represents a significant premium on the pre-offer share price, there are significant governance concerns arising around shareholders' rights following the transaction, as well as the implementation of retention payments which are not sub...
Unfortunately, this report is not available for the investor type or country you selected.Browse all ResearchPool reports
Report is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.