Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 28/06/2017

In item 2, shareholders are called to an advisory vote on the Company's remuneration policy. The Company has improved the quality of disclosure and we welcome the elimination of discretionary bonuses. Extraordinary bonuses are still allowed, but only in the connection with significant M&A transactions, and according to the Company's policy extraordinary bonuses may not exceed the maximum amount of the annual bonus. The variable remuneration is reasonable: the annual cash bonus is capped at 23% of the CEO's remuneration and the long-term performance share plan is capped at 36%. Taking into account the improvements made to the remuneration policy, and considering that the variable remuneration is adequately structured to achieve an alignment of interests between executives and shareholders in the long term (except for the Chairman, whose fixed remuneration was € 3'578'497 in 2016), we recommend approval.
In item 4, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders. Two slates of nominees have been submitted, respectively by Fininvest (39.5% of the share capital) and a group of institutional investors (1.0%). 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. Voting advice is provided primarily as a source of information at general meetings. We recommend that shareholders support the slate submitted by the group of institutional investors (sub-item 4.2), taking into account the professional background of the only candidate in the list, who is strictly independent of the Company and its major shareholders.
In item 6, the Board of Directors requests authorisation to repurchase shares up to a maximum of 10% of the share capital. Treasury shares may be repurchased on the market, at the market price, or off-market, at a price not exceeding 120% of the market price. Although the maximum repurchase price significantly exceeds our voting policy limits (110% of market price), we recommend that shareholders approve the authorisation, due to the Company's specific situation: a rejection of the resolution might prevent the Company to use the authority to stabilize the share market price if Vivendi (28.8% of the share capital) will dispose of at least 19% of Mediaset shares in compliance with the Italian Communications Authority's order to cut its stake below 10% in either Telecom Italia (23.9%) or Mediaset within April 2018.


Mediaset S.p.A. is a joint stock company. Co.'s majority shareholder is Fininvest S.p.A. Mediaset is a multinational media group. Its core business is commercial television broadcasting in Italy and Spain. In Italy, Co. has two main areas of business: Integrated television operations and Network infrastructure services and management. In Spain, Co. is the main shareholder of Mediaset Espana, a Spanish commercial television broadcaster with two main general interest channels (Telecinco and Cuatro) and a range of six free-to-air thematic channels.


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.

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