AENA - AGM 29 October 2020
In the previous AGM called for 31 March 2020 (which was cancelled due to COVID-19 emergency), AENA proposed a dividend distribution of €7.58 per share. In this AGM in item 3, the Board proposes to allocate FY 2019’s earnings to voluntary reserves and capitalisation reserves. In light of COVID-19, ECGS recommends to postpone decisions regarding dividend distribution in order to avoid liquidity and financial risks. We recommend shareholders to approve the new allocation of earnings.
ECGS recommends that shareholders support the re-appointment 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. However, due to the lack of independence on the Board (33.3% as per our guidelines), we recommend opposing the nomination of executive Director Mr. Francisco Javier Marín San Andrés in item 7.4.
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, which risks to impair the appointment of Directors with strong professional backgrounds from the private sector. Furthermore, we regret that 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. Therefore, we recommend opposition.
Two shareholders, jointly owning 3.86% of AENA's share capital, proposed to include item 11: to present a Climate Transition Plan and to submit it as a separate item on the agenda for the 2021 AGM, as well as to present Updated Climate Transition Reports and to submit them as a consultative vote as a separate item on the agenda. ECGS recommends support.
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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