Endesa – AGM 5 May 2020
In item 5, the Board proposes to distribute a final dividend of €0.775 per share for an aggregate of €1.475 on 2019 results, to be paid on 1 July 2020, in line with Endesa's dividend policy. We regret that it is not fully covered by free cash flow in 2019. Furthermore, in view of the recent events regarding COVID-19, ECGS recomends that companies postpone decisions concerning dividends to avoid liquidity or financial risks. Therefore, we advise that shareholders oppose this resolution.
Ms. González de Frutos, Ms. Bieto Caubet and Ms. Koplowitz Romero de Juseu are proposed to be elected as independent Directors in items 14, 15 and 16, thus increasing independence to 54% and female representation to 38%. ECGS recommends that shareholders support these appointments. Consequently, we also advise support for the proposed re-election of Mr. Cammisecra as proprietary Director on item 13.
In item 18, shareholders are called to an annual vote on the Remuneration Report. ECGS finds that the CEO's overall remuneration is reasonable, however the pension contributions that amounted to 49% of the base salary and the corresponding accrued amount of over €12 million correspond to an excessive "goldern parachute". Furthermore, considering the high severance compensation paid to the former executive Chairman (11 times his base salary), we recommend opposition.
In item 19, shareholders are called to a binding vote on the Remuneration Policy. ECGS welcomes the proposed changes in the long-term incentive plan that is correctly aligned with the creation of value. However, we have serious concerns over the egregious termination payments proposed. Therefore, we recommend opposition.
Endesa is engaged in the production, transmission, distribution, and supply of electricity, through hydroelectric, fossil fuel, and nuclear generation. Co. is also engaged in the mining of coal for use in its fossil-fuel electric plants; mining research; land restoration, and environmental monitoring and control.
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