Campari Group - AGM 08 April 2021
In item 2.b, shareholders are called to an advisory vote on the 2020 Remuneration Report. The quality of disclosure is good and overall remuneration amounts are reasonable. However, concerns may arise over the discretionary increase of the 2020 bonus above the actual achievement (30.8% of the on-target bonus was paid despite 22.7% of targets achieved). The stock option plan is not based on any performance conditions, and the CEO's annual bonus is capped at 180% of his base salary, which is above our voting policy limit of 150%. In addition, serious concerns may arise over the possibility to pay huge severance payments (up to 15 times the CEO's total remuneration) under the form of "last mile incentives". Therefore, we recommend shareholders to OPPOSE.
In items 4.a and and 4.b, it is proposed to release from liabilities the executives and non- executive Directors, respectively. We have serious concerns over the corporate governance of Campari, because it does not respect the "one share – one vote" principle (the Company was relocated in the Netherlands in 2020 just to increase the number of additional voting rights per share to be granted to registered shareholders) and it does not comply with several recommendations of the Dutch Corporate Governance Code (in terms of Board independence and evaluation, succession planning, Committees'composition and remuneration). Therefore, we recommend shareholders to OPPOSE.
In item 7, we recommend to OPPOSE the 2021 Stock Option Plan, because the exercise of stock options does not depend on performance conditions and the Plan does not provide for any lock-up or clawback clauses.
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