Amadeus IT – AGM 17 June 2020
This year, in light of COVID-19, the Company has decided to invite shareholders to attend the Meeting only via telematic means.
The Company's self-assessment of independent Directors varies from ECGS'as we don't consider Mr. Tazón García (former CEO of Amadeus) and Mr. Huss (CEO of Ingenico Group, business partner of the Company) as such. Consequently, the level of independence at the Board will be reduced from 76.9% to 61.5%, still over 50%. We urge the Company to classify these Directors as other external. However, since no concern arise over the level of independence, we recommend that shareholders support their re-appointments as in items 5.2 and 5.6.
In item 6, shareholders are called to an advisory vote on the 2019 Directors'Remuneration Report. The CEO's bonus was increased from 150% to 180% in 2019 without further justification and concerns arise over the Board's discretionary power to increase even further the CEO's variable remuneration (from 300% to 600% of base salary). Although the Remuneration Committee has announced that they will increase the variable remuneration in 2020, this power is still provided by the Remuneration Policy for the next years. Furthermore, as both the short- and the long-term incentives take into account ³adjusted EPS´as a heavily weighted metric, the CEO is remunerated twice for the same parameter. For these reasons, we recommend opposition.
Amadeus is a transaction processor for the global travel and tourism industry. Co. provides transaction processing power and technology solutions to both travel providers (including full service carriers and low-cost airlines, hotels, rail operators, cruise and ferry operators, car rental companies and tour operators) and travel agencies (both online and offline). Co. acts both as a worldwide network connecting travel providers and travel agencies through a processing platform for the distribution of travel products and services (through the Distribution business), and as a provider of a portfolio of IT solutions which automate certain business processes (through the IT solutions business).
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