In item 4, the Board proposes to ratify the appointment of Mr. Francisco José Aljaro Navarro as CEO, to replace Mr. Reynés Massanet, who resigned in February 2018 and appointed as Chairman-CEO of Gas Natural. Mr. Aljaro Navarro has been the CFO of Abertis since 2005, and we have not identified any specific concerns over his appointment as CEO of the Company for the statutory term of 4 years. Hence, we recommend approval.
In item 6, the Board asks the shareholders to authorize the sale of Abertis' 57% stake in Hispasat to Red Eléctrica, for a minimum consideration of € 656 million. As Hispasat is the Spanish satellite communication operator, it is a national strategic asset and any changes in control are subject to the approval of the Spanish Government. The minimum price requested by Abertis for the sale of 57.0% of Hispasat corresponds to a valuation of € 1'150 million for the entire company, which is approximately 28% higher than the price agreed with Eutelsat in May 2017 for the acquisition of its 33.7% stake, which is still subject to a pending Government authorization (Red Eléctrica would replace Abertis in
the agreement at the same terms as those agreed with Eutelsat). In any case, the consideration for the sale of Hispasat shall be at least equal to the value at which it is recorded in Abertis' accounts, and the transaction will not result in any loss for the
Company. The controlling stake of Albertis in Hispasat may be used by the Spanish Government as a tool to interfere in the competing offers launched by ACS and Atlantia to acquire the Company. In our opinion, the sale of Hispasat will remove a potential
limitation to the free competition between ACS and Atlantia, allowing Abertis' shareholders to freely choose between the offers. Therefore, we recommend approval.
In item 8, shareholders are called to an advisory vote on the Annual Remuneration Report. The quality of disclosure was improved in the last year, through the disclosure of the performance conditions for the vesting of the annual bonus. However, we regret that the entire remuneration is paid in cash and there are no share ownership guidelines for executive members. Also taking into account that the severance payments, equal to 3 years of base salary plus annual bonus, exceed our voting policy limit of 2 years of remuneration, and the pension contributions are very high in our opinion (40% of the CEO's base salary), we recommend opposition.
Abertis Infraestructuras is the parent company of a group of companies engaged in the management of mobility and communications infrastructures operating in five sectors: motorway concessions, telecommunications, airports, car parks and logistics services. Its business purposes include the construction, maintenance and operation of motorways under concession in Spain and internationally; the construction of roads; ancillary construction activities, maintenance and operation of motorways, and communications and/or telecommunications for the mobility and transport of people, goods and information, under the necessary authorization, as the case may be.
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In May 2018, Hochtief purchased 78.8% of Abertis shares through a public tender offer launched at € 18.36 per share. Hochtief increased its holding to 86.7% through market purchases made until June 13th. Taking into account that the Company holds 8.0% of the share capital in treasury shares, the minority shareholders that did not accept the offer made by Hochtief currently represent 5.3% of the share capital. On June 21st, Hochtief launched a purchase offer for the remaining 5.3% at the same price of the tender offer (€ 18.36 per share). The EGM is called to approve the delisting of Abertis' ...
Due to a reallocation of resources, Haitong Research is terminating coverage of ACS, FCC, Ferrovial, Sacyr, OHL and Abertis. Effective upon this termination of coverage, our last recommendations, fair values and estimates should not be relied upon going forward.
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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