Report
Expert Corporate Governance Service (ECGS)
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Proxy Report - 12/04/2018

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.

Underlying
Prysmian

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.

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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