In September 2016, the major shareholders "la Caixa" and Repsol sold 20% of Gas Natural shares to the infrastructure fund manager Global Infrastructure Partners (GIP). Following the transaction, Gas Natural's major shareholders are "la Caixa" (24.4%), Repsol (20.1%) and GIP (20%).
On 21 September 2016, the Board decided several changes to its composition and regulations, to reflect the new shareholder structure. In items 8.1 to 8.8, it is proposed to appoint 8 non-executive Directors, all representing the major shareholders. As we have concerns over the lack of independent representation on the Board (35%), we recommend that shareholders oppose all appointments.
In item 11, shareholders are called to a binding vote on the remuneration policy for the 3- year period 2018-2020. No significant changes are proposed to the remuneration policy that was approved last year. The CEO's base salary was increased by 32% in 2015, by 5% in 2016 and by 5% in 2017, to € 1'537'987. No justifications have been made for the increases other than benchmarking performed by external consultants. We note that the CEO's fixed remuneration exceeds by 48% the median at Spanish large companies (€ 1.04 million in 2015) and is 56% higher than the median of the European "Utilities" sector (€ 0.99 million in 2015). The Company has improved the quality of disclosure, including the short-term performance criteria and the ex-post disclosure of the level of achievement of annual targets. The overall variable remuneration is reasonable, as on aggregate capped at 185% of the CEO's base salary. However, we regret that it depends more on short-term results (representing 62% of total variable remuneration) rather than on long-term performance. Furthermore, there are no equity-based variable remuneration components, and in our opinion the executive remuneration is not adequately structured to align the interests of executives and shareholders in the long term. Also taking into account that severance payments (3 years of total remuneration) exceed the ECGS' voting policy limit of 2 years of remuneration, and that the policy specifically allows the payment of discretionary bonuses, we recommend opposition.
Naturgy Energy Group SA, formerly Gas Natural SDG SA, is a Spain-based company active in the energy sector. The Company's activities are divided into four business segments: Gas & Electricity, which includes generation and renewables businesses, gas supply, marketing and logistics of liquefied natural gas (LNG) worldwide, as well as gas and electricity commercialization in Europe; Infrastructure Spain & EMPL - Medgaz, which comprises gas and electricity network businesses in Spain and the Maghreb gas pipelines; Infrastructure Latin America South Zone that implies gas and electricity networks businesses in Chile, Argentina, Brazil and Peru, and Infrastructure Latin America North Zone, which includes gas and electricity network businesses in Mexico and Panama.
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The month of February was characterized by a generally mild weather pattern in Iberia, which impacted electricity demand, down 4.8% yoy to 24.3TWh (YTD -0.7% yoy). February was also weak in terms of hydro (3.6TWh, up yoy but 35% below the 5Y avg) and especially wind production, where the output of 4.5TWh was down 22% yoy and 34% below the 5Y avg (and the lowest February wind production of the last 8 years). However, the low wind/water impact on prices was cushioned by the low demand, with the thermal gap down yoy (-19% to 5.9TWh), while commodity prices were also marginally down vs Feb-18 (Bre...
Naturgy is the only integrated international Utility in Europe to which we ascribe a moat. This is driven by the high weight of gas regulated networks in which the group has a demonstrated ability to regularly outearn its cost of capital whether in Spain or in Latin America. We believe this will continue due to high regulated returns in Latam and the fact that returns are not regulated in Spain where the group benefit from its leadership position. Altogether, networks provide cash flow visibility and sustainable organic growth.With 378 TWh of gas sold in 2018, of which 141 were LNG, Naturgy is...
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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