ACS, Actividades Construcción y Servicios S.A. – AGM 7 May 2020
In items 4.1 and 4.2, it is proposed to re-elect Mr. Echenique Landiríbar and Mr. Hernández Herreros as proprietary Directors for a period of 4 years. Due to the lack of independence on the Board (25%), we recommend that shareholders oppose both resolutions.
In item 5, shareholders are called to a vote on the 2021-2023 Remuneration Policy. We regret that the terms and conditions for the vesting of both the annual bonus and the long-term incentive are not yet defined. Furthermore, we have concerns over the egregious contributions paid towards the executive Chairman's and the CEO's pension plans, that correspond to "golden parachutes". In item 6, shareholders are called to an advisory vote on the Directors' Annual Remuneration Report. ECGS considers the fixed remuneration paid to the executive Chairman and the CEO to be excessive. Moreover, we regret that performance conditions for variable remuneration are not disclosed, therefore, we recommend opposition in both items.
In item 9, the Company asks for authorisation to acquire own shares representing 10% of the capital for a maximum repurchase price of 20% above market price for a one year period, which exceeds ECGS' limit of 10%. In item 10, the Board asks for authorisation to increase share capital by up to 50% for a period of 5-years, with the power to exclude pre-emptive rights up to 20% of the issued share capital, which surpasses ECGS' limit of 10%. Therefore, we recommend that shareholder oppose both items.
ACS Actividades de Construccion y Servicios is a holding company. Through its subsidiaries, Co.'s activities are divided into the following areas: Construction, engaged in the construction of civil works, and residential and non-residential building construction; industrial services, engaged in the development of applied engineering services, installations and the maintenance of industrial infrastructures in the energy, communications and control systems sectors; services, groups together environmental services, the outsourcing of building maintenance services, logistics and transport services; and concessions, mainly engaged in transport infrastructure concessions.
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