Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Cerved Group – AGM 20 May 2020

In item 3, the Board asks the authorization to repurchase a maximum number of shares that, added to the treasury shares currently held by the Company, may not exceed 10% of the share capital. The terms of the authorization are in line with our guidelines (no more than 10% of the share capital and maximum pricing not exceeding 110% of the market price). However, while ECGS acknowledges that the Company is currently well capitalized, it considers that the potential impact of the Covid-19 induced crisis is not yet known, and it considers that it is not the right moment to proceed to a new share buyback programme. Therefore, we recommend opposition.

 

In item 4.1, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders. Two slate of nominees have been submitted, respectively by a group of institutional investors (sub-item 4.1.1) and the hedge fund Aquilus Inflection Master Fund (sub-item 4.1.2).

 

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.

 

Taking into account the professional background and aggregate time commitments of nominees, we would support the appointment as Board Chair of the nominee proposed by the group of institutional investors. However, pursuant to Statutory Auditors' election mechanism, the Board Chair shall be appointed from the second most voted slate. Therefore, in order to reduce the likelihood that the slate of the institutional investors received the most votes, we recommend to vote for the slate submitted by the hedge fund Aquilus Inflection Master Fund (sub-item 4.1.2).

Underlying
Cerved Group SpA

Cerved Group SpA is an Italy-based company engaged in the professional information services industry. The Company provides financial information for corporate and financial institutions. The Company's business activities are divided into three segments. The Credit Information segment offers business information products and services, real estate information, public credit rating and analytics services, as well as consumer credit information. The Marketing Solution segment provides analysis and economic information, based on which, clients are able to develop businesses, gain customers and calculate sales network. The Credit Management segment focuses on services to assess and manage non-performing loans and other impaired assets for third parties, including investment funds, banks and other financial enterprises. Furthermore, Cerved Information Solutions SpA is a parent of the Cerved Group. It operates through Fox & Parker Srl and Credit Management Srl.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest

ResearchPool Subscriptions

Get the most out of your insights

Get in touch