In item 5, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of the share capital. Three slates of nominees have been submitted, respectively by the outgoing Board of Directors (sub-item 5.1: 10 nominees, including the non-executive Chairman, 4 executives and 5 independent nominees), Tamburi Investment Partners through Clubtre Srl (sub-item 5.2: 3.9% of the share capital, including 2 members of Tamburi Investment Partners' Board) and a group of institutional investors cumulatively holding 6.2% (sub-item 5.3, including 3 independent nominees).
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. In recommending the vote direction, we have to consider the final composition of the Board, which will depend on the votes held and gathered by proponents of each slate. Taking into account the overall composition of the Board after the AGM, the sufficient independence in the slate submitted by the Board (50%), the skills and professional backgrounds represented in the slate, and in order to guarantee the reappointment of the non-executive Chairman Mr. Massimo Tononi, we recommend that shareholders support the slate submitted by the outgoing Board of Directors (sub-item 5.1).
In item 11 (EGM), it is proposed to authorize the Company to increase the share capital by up to maximum € 500 million in market value, through rights issue. The authorization is exclusively aimed at rebalancing the Company's financial structure after the closing of the acquisition of General Cable for a total consideration of USD 3 billion. The resolution has no effects on the acquisition of General Cable, which will be completed in any case. The maximum amount of the authorization is reasonable (approximately 8.4% of existing share capital). Also taking into account that the authority is exclusively aimed at strengthening the financial position of the Company, we recommend approval.
Prysmian and its subsidiaries produce, distribute and sell cables and systems and related accessories for the energy and telecommunications industries. Co. operates in two segments. The energy segment includes utilities, which organized in four lines of business, comprising high voltage, power distribution, accessories and submarine; trade and installers; industrial; and other, such as sales of residual products. The telecom segment produces cable systems and connectivity products used in telecommunication networks. This segment is organized in the following lines of business: optical fibre, optical cables, connectivity components and accessories, Optical Ground Wire and copper cables.
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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...
The background trend is clearly bearish. The negative MACD confirms the trend. The rise is a consolidation that will soon bump against the level at €19.300. The next target is at €14.710, then €12.714. Passing €19.300 would question the continuation of the fall.
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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