n item 4, we recommend to oppose the re-appointment of the Chairman-CEO Mr. Huertas Mejías, we have serious concerns over the excessive concentration of powers, also taking into account the lack of independent representation on the Board (40%).
In item 8, the Board proposes to amend the Regulations of the General Meeting by eliminating the power to approve the issue of non-convertible bonds. In our opinion, a mandatory shareholders' approval may prevent companies from excessive use, or any abuses, of debt instruments. Hence, we recommend opposition.
In items 9 and 10, we recommend to oppose the authorization to respectively issue convertible securities and to increase the share capital, because the maximum amount of shares to be issued without pre-emptive rights (up to 20% of the share capital) exceeds our voting policy limit (10%).
In item 11, the Board proposes to change the remuneration policy approved in 2016, by introducing the payment of attendance fees to the members of Board Committees. Pursuant to Spanish legislation, any changes to the 3-year remuneration policy shall be subject to a binding shareholders' approval. Although we agree that part of the non-executive Directors' compensation is linked to real attendance of meetings, we regret that no changes are proposed to the remuneration policy for executive Directors, despite the very high level of dissent of minority shareholders in 2016 (71.6% of against votes, excluding the shares of the controlling shareholder Fundación Mapfre). In particular, we regret that the Company has not disclosed the individual maximum amount of each variable remuneration component (on aggregate, the variable components are capped at 150% of the base salary in any year) and all relevant performance conditions. Furthermore, pension contributions are excessive (above 200% of the CEO's fixed remuneration in the last 3 years) and serious concerns may arise over the discretionary power of the Board in awarding severance payments, which are not included in the executive contract. Therefore, we recommend opposition. For the same reasons, we also recommend to oppose the Annual Remuneration Report (item 12 – advisory vote).
Mapfre is an insurance company based in Spain. Co. is the parent company of a group engaged in the underwriting and provision of insurance in Spain and abroad. Insurance policies provided include: life, non-life, accident, home-owner, general and health. Through its subsidiaries, Co. is also engaged in the provision of reinsurance, the management of investment funds, pension funds and pension plans, real estate and related services. On the domestic market, Co.'s activities include managing investment funds, pension funds and pension plans, real estate and other service businesses.
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Proxinvest Corporate Governance Rating ® helps investors integrate governance into their investment decision and identify governance risks and opportunities within their portfolio. Proxinvest Corporate Governance Rating ® Service rates European issuers through the analysis of four main themes : Ownership & Shareholder rights, Board & Committees, Audit & Process, Remuneration. Each theme is rated taking into account several comprehensive sub-categories. Our unique two-step process to achieve each rating includes a first step quantitative valuation and a second step qualitative filter...
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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