Cerved Group April 16th, 2019
In item 3, shareholders are called to an advisory vote on the remuneration policy. The aggregate variable remuneration of the CEO may exceed our voting policy limit of 300% of the base salary (it is capped at 470%), but it is substantially linked to long-term performance (the 3-year incentive represents 85% of variable remuneration). Also taking into account that the CEO's fixed remuneration is reasonable (€ 500'000), we recommend approval.
In item 5, we recommend that shareholders oppose the authorization to purchase treasury shares. Although, the terms of the authorization are in line with our guidelines, 70% of the performance share plan is tied to pre-tax profit per share, and concerns may arise over the possibility to use share buy-backs to increase the executive variable remuneration.
In item 6.c, the AGM is called to appoint the Board of Directors on slates of nominees submitted by the outgoing Board and shareholders holding at least 1.0% of Cerved's share capital. Four slates of nominees have been submitted: by the outgoing Board, MutuiOnline SpA (3.0% of the share capital), Alatus Capital (2.5%) and a group of institutional investors (jointly 7.5%).
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 election mechanism and the profile of all the nominees included in the 4 slates, we would recommend that the 2 most voted slates are the one submitted by the Board of Directors, in sub-item 6.c.1 (despite our concerns over the re-appointment of the Chairman Mr. Cerchiai, due to time commitments and the investigations on alleged market manipulation) and that of the institutional investors in item sub-item 6.c.4. Also taking into account the percentage of share capital held by the shareholders that submitted the alternative slates, we recommend that shareholders support the slate submitted by the Board of Directors (sub-item 6.c.1).
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.
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