We have serious concerns over the lack of independent representation on the Board (40% according to the Company but 33% as per our guidelines) and the excessive influence of the Spanish State on the management of Aena (67% of Board members have or have had significant relationships with Spanish political institutions). Also taking into account that the Chair and CEO positions are combined, we recommend that shareholders oppose the ratification of the appointment of the Chairman-CEO Mr. Maurici Lucena Betriu as executive Director (item 7.1).
Due to our concerns over the composition of the Board, we also recommend opposing the re-election of representatives of the Spanish State in items 7.2, 7.3, 7.4, 7.5 and 7.7.
In item 7.6, we also recommend opposing the appointment of Mr. Josep Antoni Durán i Lleida as non-executive Director. Even though the Company considers him to be independent, he cannot be considered as such as per ECGS guidelines due to his long-standing memberships at Spanish political institutions (over 30 years, until 2015).
In item 10, 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 CEO's remuneration is capped at € 164'576, including a maximum bonus of € 12'185. 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 profesional 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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2Q'20 vs. 2Q'19 Results Sales: € 330.4 M (-72.4% vs. -93.2% expected and -91.5% expected by the market consensus); EBITDA: € -39.8 M (€ 796.41 M in 1H'19 vs. € -273.6 M expected and € -179.9 M expected by the market consensus); Net Profit: € -193.9 M (€ 424.68 M in 1H'19 vs. € -501.2 M expected and € -346.0 M expected by the market consensus); 1H'20 vs. 1H'19 Results Sales: € 1.112 Bn (-47.0% vs. -58.9% expected and -57.9% expected by the market consensus); EBITDA: € 211.4 M (-82.2% vs. € -22.4 M expected and -94.0% expected by the market consensus); Net Profit: € -170.8 M (€ 559.08 M in 1H'19...
Rdos. 2T'20 vs 2T'19: Ventas: 330,4 M euros (-72,4% vs -93,2% BS(e) y -91,5% consenso); EBITDA: -39,8 M euros (796,41 M euros en 2T'19 vs -273,6 M euros BS(e) y -179,9 M euros consenso); BDI: -193,9 M euros (424,68 M euros en 2T'19 vs -501,2 M euros BS(e) y -346,0 M euros consenso). Rdos. 1S'20 vs 1S'19: Ventas: 1.112 M euros (-47,0% vs -58,9% BS(e) y -57,9% consenso); EBITDA: 211,4 M euros (-82,2% vs -22,4 M euros BS(e) y -94,0% consenso); BDI: -170,8 M euros (559,08 M euros en 1S'19 vs -478,1 M euros BS(e) y -322,9 M euros consenso). Rdos. 1S’20 por encima de lo previsto en todas las líneas...
COMPAÑÍAS QUE APARECEN EN EL INFORME. ESPAÑA: ACS, AEDAS, AENA, CELLNEX, IBERPAPEL, SANTANDER, VOCENTO. EUROPA: AIR LIQUIDE, AXA, INTESA, KERING, PREVIOS SEMANA PRÓXIMA, SANOFI Europa se estabiliza, pero siguen las dudas con el Covid-19 Los índices de Europa se mantuvieron en un rango lateral, muy influidos por el calendario de resultados empresariales. A destacar el rebote del Ibex 35 (+1%) que compensó las caídas del lunes. Dentro del Euro STOXX encabezaron las ganancias Viajes&Ocio e Inmobiliario frente a R. Básicos y S. Financieros que registraron las mayores caídas. Por el lado macro, e...
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person. In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM. Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOS...
The general meeting is convened to approve a sale of Direct Energy, Centricans North American energy supply, services and trading business, to NRG Energy for $3.625 billion in cash (equivalent to approximately £2.85 billion) on a debt free, cash free basis. We agree that the proposed cash offer is reasonable considering the current market circumstances and the group’s needs in urgent action in light of the Covid-19 impact on earnings and unbearable indebtedness. The disposal of Direct Energy will simplify the group’s structure and will allow focusing on a new strategy enabling the transition t...
Le rapport spécial des commissaires aux comptes ne comporte aucune convention, ni nouvelle, ni ancienne. L'absence de conventions au rapport spécial est, sauf opéra on non signalée aux commissaires aux comptes, le signe d'une bonne autonomie du projet de l'entreprise et d'une meilleure intégrité économique du groupe, surtout pour un groupe familial (résolution 4). Proxinvest estime que le taux d'indépendance du Conseil est très insuﬃsant (23%). Notons toutefois qu'André Delion, membre libre de conﬂits d'intérêts potentiels, assure désormais la présidence du Conseil depuis le 22 août 2019.Quan...
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