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Expert Corporate Governance Service (ECGS)
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Prysmian April 17th, 2019

In item 4, the AGM  is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Prysmian's share capital. Two slates of nominees have been submitted, by the largest shareholder Clubtre SpA (3.9%) and a group of institutional investors jointly holding 4.1%.

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.Pursuant to the election mechanism, the first candidate in the slate ranking second in terms of votes is automatically appointed as Chair. We would support the appointment as Chairperson of the candidate in the first place in the slate of the institutional investors (sub-item 4.2), as concerns may arise over the long-time association with Prysmian Group companies of the first candidate in the Clubtre's slate (Statutory Auditor of 2 subsidiaries since 2004, Statutory Auditor of the Company from 2004 to 2007 and re-appointed in 2013). In order to increase the likelihood that the slate of the institutional investors will not be the most voted one, and therefore its candidate is elected as Chairman, we recommend that shareholders vote for the slate of Clubtre (sub-item 4.1).

In item 7, the Board proposes to amend the performance share plan by extending the vesting period from 3 to 4 years, extending the lock-up period of performance shares from 2 to 3 years and aligning the EBITDA and net debt targets to the 2018-2021 targets. In our opinion, the amendments to the plan are consistent with the new structure of the Group and are effectively aimed at strengthening the alignment of interests between executives and shareholders in the long term. Also taking into account that all targets are disclosed and quantified, 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. 

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Expert Corporate Governance Service (ECGS)

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