CNH Industrial – AGM 16 April 2020
We have serious concerns over the executive variable remuneration, because the maximum 2020-2022 long-term incentive to be awarded to executive Directors is not disclosed, it will include an undisclosed portion of restricted shares, not depending on performance conditions, the CEO received a "golden hello" of USD 3.1 million in 2019, and severance payments are equal to 2 years of base salary, above the Dutch Corporate Governance Code's recommendation of 1 year. Therefore, we recommend shareholders to oppose the 2019 remuneration report (item 3.a), the remuneration policy (item 3.b) and the 2020-2022 incentive plan (item 3.c).
Serious concerns also arise over CNH Industrial's corporate governance, because it does not respect the "one share rone vote" principle: all shareholders that have registered their shares for more than 3 years are entitled to receive an additional voting right. Concerns also arise over the composition of the Board, because the Chairperson holds executive powers and the Senior Non-Executive Director is not independent as per our guidelines, having collected more than 12 years of association with the Group.
Due to the above-mentioned concerns, we recommend that shareholders oppose the discharge of Board members (item 2.d) and the re-appointment of the executive Chairwoman (item 4.a).
We also recommend that shareholders oppose the re-appointment of the major shareholder's representative Mr. Alessandro Nasi (item 4.e), because Exor is represented by more than one Board member (which is not in accordance with the Dutch Code), as well as the appointment of non-executive Directors Mr. Tufan Erginbilgic (item 4.k) and Mr. Vagn Sørensen (item 4.l), due to concerns over their aggregate time commitments.
CNH Industrial is a holding company. Through its subsidiaries, Co. is engaged in the design, production, marketing, sale and financing of agricultural and construction equipment, trucks, commercial vehicles, buses and specialty vehicles for firefighting, defense and other uses, as well as engines, transmissions and axles for those vehicles and engines for marine and power generation applications. Co. divides its business activities into three operating segments: Agricultural Equipment, Construction Equipment, Commercial Vehicles, Powertrain, and Financial Services.
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