Report
Expert Corporate Governance Service (ECGS)
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EDP Renovaveis - EGM 22 February 2021

A new composition of the Board of Directors is proposed at this EGM. Following a corruption case of an alleged bribery involving former Portuguese Economy Minister Mr. Manuel Pinho and former CEOs of EDP and EDP Renováveis, Mr. Mexia and Mr. Neto, a Lisbon judge ordered the two executives to be suspended in July 2020 at the request of police investigating. Both handed in their resignation letters. Shareholders are called to vote on their dismissal in items 2.A and 2.B, respectively.

 

In item 1.A, the EGM is called to ratify the appointment of Mr. Stilwell as executive Director, after being appointed by the Board as CEO and Chairman of the Company. We consider this to be against good governance practices and suggest that the Company takes steps towards the separation of the roles of Chairman and CEO, as they were previously. Therefore, we recommend that shareholders oppose this resolution.

 

In items 1.B and 1.C, shareholders are called to ratify the appointments of Mrs. Marques and Mrs. Dempsey. We welcome the changes in the Board, that will increase gender diversity to 33% and will set the number of independent Directors at 6 out of 12 (50%), in line with our guidelines.

Underlying
EDP Renovaveis SA

EDP Renovaveis is a renewable energy company based in Spain. Co. is engaged in activities related to the electricity sector, namely the planning, construction, operation and maintenance of electricity generating power stations, especially hydroelectric, mini-hydroelectric, wind, solar, thermal solar, photovoltaic, biomass and waste plants, among others. Co. designs, develops, manages and operates power plants. Co. generates electricity using renewable energy sources mostly wind energy. Co. owns EDP Renewables Europe that operates in several European countries and Horizon Wind Energy, which operates in the United States. Co. is a part of the Energias de Portugal group.

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.

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Expert Corporate Governance Service (ECGS)

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