In item 3.a, shareholders are called to a binding vote on the remuneration policy. Aggregate variable remuneration is capped at 336% of the CEO's fixed remuneration, slightly above ECGS' guidelines of 300%, and, in our opinion, it is adequately structured to realize and alignment of interests with shareholders in the long term. However, we note that the variable-to-fixed remuneration decreased in the last years only because the CEO's base salary significantly increased (+27.2% in 2019, +5.8% in 2018 and +51.6% in 2017) without providing any justifications to shareholders. Also taking into account that severance payments (30 months of cash remuneration) are not in accordance with Italian guidelines of 2 years of remuneration, we recommend opposition.

Due to our concerns over the excessive discretionary powers of the Board in increasing the CEO's fixed remuneration, we also recommend shareholders to oppose the remuneration paid in 2019 (advisory vote in item 3.b).

In item 4, the Board of Directors asks for the authorization to buy-back shares. While ECGS acknowledges that the Company is currently well capitalised, and the terms of the authorization are in line with its guidelines, it considers that the potential impact of the Covid-19 induced crisis is not yet known. Therefore, we consider that it is not appropriate to seek approval for a new buyback programme. Furthermore, in our opinion, the proposed authorization is not consistent with the Company's decision to suspend the payment of dividends in 2020 (in item 1.b). Therefore, we recommend opposition.