ECGS recommends that shareholders support the re-election of two independent Directors in items 7.1, 7.2. As well as the new nomination of Ms Irene Caro Piquero as independent Director in item 7.3.
In item 9, shareholders are called to an advisory vote on the Annual Remuneration Report. As the remuneration policy of Aena is defined in compliance with Spanish legislation on Public Sector Companies, the amounts are very low in comparison with similar companies by size and industry. Non-executive Directors' fees are capped at €11'994 per year and the Chairman-CEO's remuneration is set at €156'000, including a maximum bonus of €12'490. We regret that the executive variable remuneration exclusively depends on annual performance metrics (which are only disclosed ex-post), and it is not in line with shareholders' long-term interest. Furthermore, serious concerns may arise over excessively low remuneration, which risks to impair the appointment of executive and non-executive Directors with strong professional backgrounds from the private sector. Therefore, we recommend opposition.
Aena SME SA, formerly Aena SA, is a Spain-based company primarily engaged in the airports operation. Its activities are divided into four segments: Airports, which comprises Aeronautical subdivision, responsible for the management of airports, jetways, security, handling, cargo and fuel services, among others, as well as Commercial subdivision, including duty-free and specialty stores, restaurant services, car rental, as well as banking services and advertising; Services outside the terminal, which manages real estate assets, such as parking lots, warehouses and lands; International, which comprises operations of Company's subsidiary, Aena Desarrollo Internacional SA, that invests in other airport owners principally in Mexico, Colombia and the United Kingdom; and Others, encompassing corporate activities. It manages tourism, hub and regional airports, as well as heliports and general aviation areas. Furthermore, its destination range comprises Europe, the Americas, Asia and Africa.
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