Anima Holding - AGM 31 March 2020
In item 2.1, shareholders are called to a binding vote on the remuneration policy. The maximum annual bonus is capped at 180% of the CEO's fixed remuneration, which is above the ECGS' voting policy limit of 150%, and in our opinion the Board has excessive discretionary powers to define the final bonus (40% of the bonus depends on qualitative assessments and it may be increased/decreased by 45% based on the assessment of strategic initiatives). Also taking into account that the Company has only partially disclosed the quantitative metrics that are used to calculate 60% of the bonus, we recommend opposition.
In item 2.2, shareholders are called to an advisory vote on the remuneration paid in 2019. We note that the bonus increased by 58.1%, despite the nonachievement of quantitative targets, probably thanks to qualitative assessments made by the Board. Due to the excessive discretionary power of the Board in defining the variable remuneration, we recommend opposition.
In item 3.3, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of the share capital. Three slates of nominees have been submitted, by Banco BPM (14.3%), Poste Italiane (10.0%) and a group of institutional investors (3.4%).
One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.
We recommend that shareholders support the slate submitted by the group of institutional investors (sub-item 3.3.3), as all the nominees in the slate are independent from the Company and its shareholders.
Anima Holding is a holding company. Through it's wholly-owned subsidaries, Co. is engaged in the provision of asset management services in Italy through a network of distributors under more than 130 commercial agreements. Co. is active in the formation, development, promotion and management of financial products under the Anima brand, as well as the provision of individual portfolio management services to retail and institutional customers. Co. outsources a number of services to contractors. These include a number of back-office activities for collective investment undertakings (CIUs), including the pension fund, and the main individual portfolio management positions.
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