Cellnex Telecom - AGM 20 July 2020
Due to COVID-19, the Company encourages remote attendance to the Meeting, and pertinent instructions can be found on their website. Social distancing measures will be set in place at the venue for physical attendance.
In item 3, the Board proposes to entirely allocate the net profit reported by the parent Company into legal reserves. Since no concerns arise, we recommend support. However, in item 5, it is proposed to distribute a dividend of up to €109 million charged to premium reserves to be paid in one or several installments during the years 2020-2023. In light of COVID-19, ECGS recommends that companies postpone decisions regarding dividend distribution in order to avoid liquidity or financial risks; hence, we recommend opposition.
In item 7.2, the Board asks for the approval to pay an extraordinary bonus of €1 million to the CEO, equal to 100% of his base salary. We regret that the Company has not provided adequate justification and that the variable remuneration highly surpasses ECGS’voting policy limit of 300% (at 409%). Hence, we recommend opposition.
Shareholders are called on an advisory vote on the 2019 Directors’Remuneration Report in item 12. We regret the payment of the extraordinary bonus, as well as the fact that the long-term incentive is not based on any performance metrics. Therefore, we recommend that shareholders oppose this resolution.
Cellnex Telecom SA is a Spain-based company engaged in the wireless telecommunications (telecom) business. Its activities are divided into three segments: Broadcasting infrastructure, Telecom site rental, as well as Network services and other. The Broadcasting infrastructure division comprises distribution and transmission of television (TV) and frequency modulation (FM) radio signals, operation and maintenance (O&M) of radio broadcasting network, as well as over-the-top (OTT) radio services, among others. The Telecom site rental division provides access to wireless infrastructure, primarily through infrastructure hosting and telecom equipment co-location, mainly for mobile network operators and other wireless and broadband telecom network operators. The Network services and other division offers connectivity services for a variety of telecom operators and radio communication, among others. The Company also develops 5th generation mobile networks (5G) through Alticom BV.
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