In item 2, the Board of Directors asks for the authorization to repurchase up to maximum 14 million treasury shares (9.8% of the share capital). 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. Therefore, we recommend to oppose.

In item 3.1, shareholders are called to a binding vote on the remuneration policy. Overall remuneration amounts are reasonable (the CEO's fixed remuneration is €552'000 and variable remuneration is capped at 200% of the base salary). However, we strongly regret that the performance indicators used to calculate the variable remuneration and the compensation due under the non-competition agreements (of maximum 5 years) are not disclosed. Furthermore, the executives' variable remuneration is exclusively based on an annual bonus and, in our opinion, the minimum deferral period (1.5 years) and equity component of the annual bonus (25%) are not enough to effectively align the interests of executives with the creation of sustainable value in the long term. Concerns also arise over the possibility to pay discretionary bonuses. Therefore, we recommend opposition.

Due to the lack of disclosure of performance conditions, and the excessive discretionary powers of the Board in defining the executives' variable remuneration, we also recommend shareholders to oppose the remuneration paid in 2019 (advisory vote in item 3.2).