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Expert Corporate Governance Service (ECGS)
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Moncler April 16th, 2019

In item 2, shareholders are called to an advisory vote on the remuneration policy. We regret that the long-term incentive exclusively depends on EPS, as it may be increased through share buy-back programs activated by the Company. We also note that 15% of the annual bonus depends on a qualitative assessment of undisclosed indicators related to sustainability and people engagement. Also taking into account that the Chairman-CEO's fixed remuneration (€ 1.5 million) is substantially above the median at comparable companies (€ 1.1 million), we recommend opposition.

In item 3.3, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Moncler's share capital. Two slates of nominees have been submitted: by Ruffini Partecipazioni (26.2%), 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. Voting advice is provided primarily as a source of information at general meetings.

We have concerns over the combined position of Chairman-CEO, the lack of independence in the slate submitted by the largest shareholder (sub-item 3.3.1) and the aggregate time commitments of all the nominees that are independent as per our guidelines. Therefore, we recommend that shareholders do not vote for the slate submitted by Ruffini Partecipazioni. Therefore, we recommend that shareholders support the slate of the institutional investors (sub-item 3.3.2), which includes 2 independent nominees.

In item 4, we recommend opposing the authorization to purchase treasury shares. Even though the terms of the authorization are in accordance with ECGS guidelines (capped at 10% of the share capital and maximum repurchase price at 110% of market price), concerns may arise over the possibility to use share buy-backs to increase the executive variable remuneration (the LTI depends only on EPS).

Underlying
Moncler

Moncler is a jacket and sportswear production group based in Italy. Co. directly produces and distributes its own clothing and accessories collections, through its direct boutiques and exclusive department and multibrand stores. Co. branded products range from the high fashion segment with the Gamme Rouge and Gamme Bleu collections (exclusive products and selected distribution to boutiques) to the Grenoble collection (sporting and technical garments). As of Dec 31 2013, Co. operated a network of 135 stores, including 107 directly operated stores (DOS) and 28 wholesale stores (27 shop-in-shop and 1 franchise store).

Provider
Proxinvest
Proxinvest

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 :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

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. 

Analysts
Expert Corporate Governance Service (ECGS)

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