In item 4, the Board proposes to re-appoint Mr. José Arnau Sierra as "proprietary Director" representing the controlling shareholder Mr. Amancio Ortega Gaona (59.3% of the share capital). Mr. Arnau Sierra is the non-executive Vice Chairman of the Board and he is a member of all internal Committees. We have serious concerns over the composition of the Board of Directors, as the positions of Chairman and CEO are combined and the Board has not a majority of independent members (44% according to the Company and the ECGS guidelines). Therefore, we recommend opposition.
In item 6, shareholders are called to an advisory vote on the Annual Remuneration Report, including the remuneration policy and the amounts paid last year. The variable remuneration components are adequately structured to align the interests of the executives with those of the shareholders in the long term, but we have serious concerns over the excessive weight of discretionary assessments on the annual bonus (30%), also taking into account that the Board has not a majority of independent members. We also find as excessive the base salary of the Chairman-CEO (€ 3'250'000), on which basis the variable is calculated, and the leaving indemnities (€ 7.3 million under the defined contribution plan and a € 6.7 million severance pay). Also taking into account that the long-term incentive will vest even if operating targets are significantly missed (50% of the incentive will vest if only 50% of targets in terms of EBIT and sales are met), we recommend opposition.
Industria de Diseno Textil Inditex is the parent company of a group engaged in apparel and footwear manufacturing and retailing. The Group is made up of fashion retail chains, textile manufacturing, purchasing and fabric treating companies, logistics and construction companies which are responsible for store refits and manufacturing structure. Products include men's, women's and children's wear collections, footwear, and women's lingerie which are sold through the Group's retail store chains of: Zara, Kiddy's Class, Pull & Bear, Massimo Dutti, Bershka, Stradivarius, and Oysho and Zara Home.
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The general evaluation of INDITEX SA (ES), a company active in the Apparel Retailers industry, has been upgraded by the independent financial analyst theScreener with the addition of a star. Its fundamental valuation now shows 4 out of 4 possible stars while its market behaviour can be considered as moderately risky. theScreener believes that the additional star(s) merits the upgrade of its general evaluation to Slightly Positive. As of the analysis date March 22, 2019, the closing price was EUR 26.27 and its potential was estimated at EUR 28.49.
We are maintaining our fair value estimate of EUR 31 per share for narrow-moat Inditex as the company delivered lower-than-expected profits for 2018. Revenue was in line with our expectations while operating profit was 5% lower than we anticipated, largely driven by higher depreciation and amortization charges than we expected. Operating expenses, which include rental, employee, and other (related to online), increased 4%, in line with our expectations. Out of these, personnel expenses grew 4%, and rental expenses grew only 1% despite net space growth of 4.7%, showing good cost control and lea...
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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