Atlantia – AGM 29 May 2020
In light of the uncertainties generated by Covid-19 pandemic, and taking into account Atlantia's commitments related to higher highway maintenance (agreed after the collapse of "Morandi Bridge" in Genoa in August 2018), in item 1 the Board proposes not to distribute dividends on 2019 results, and to carry forward the entire amount of the profit for the year. In view of the recent events relating to Covid-19, ECGS is in favour of postponing decisions on the dividend, reductions or suspensions that would allow companies to avoid liquidity risks or not generate risk for their survival. Hence, we recommend approval.
For the same reasons, in item 4 it is proposed to revoke the authorization to repurchase shares, which was approved by the 2019 AGM. We recommend approval.
In item 6.1, shareholders are called to a binding vote on the remuneration policy. The base salary of the new CEO is 40% lower than that of his predecessor (amounting to €790'000, equal to 81% of the median of European peers and 64% of large Italian companies). In addition, the Board resolved not to activate any variable remuneration schemes in 2020, in light of the current difficult situation. Also taking into account that the quality of disclosure significantly improved this year, through a detailed disclosure of the peers group used for setting the executive remuneration and level of achievement of short-term targets, we recommend approval.
In item 6.2, shareholders are called to an advisory vote on the remuneration paid in 2019. The former CEO Mr. Giovanni Castellucci received a severance pay of €13.1 million, to be paid in 4 instalments. Although we appreciate the Board's decision to suspend the payment of the second instalment of the CEO's severance due to the investigations related to the collapse of the bridge in Genoa, it significantly exceeds ECGS' voting policy limit of 2 years of fixed remuneration plus annual bonus. Therefore, we recommend opposition.
Atlantia is a holding company with subsidiaries and associates whose business is the construction and operation of motorways, airports and transport infrastructure, parking areas and intermodal systems, or who engage in activities related to the management of motorway or airport traffic.
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