In item 2.c, shareholders are called to an advisory vote on the 2020 Remuneration Report. We regret that 33% of the long-term incentive does not depend on performance conditions (restricted shares). However, overall remuneration amounts are reasonable and executive Directors do not receive any short-term incentives. In addition, all the Directors significantly reduced their total compensation for 2020, to support initiatives related to Covid-19 pandemic, and in our opinion the executive Chairman's variable remuneration is effectively aligned with the creation of sustainable value in the long term. Therefore, we recommend to vote FOR.
We have serious concerns over Ferrari's corporate governance, as it does not respect the "one vote – one share" principle, the Chairman holds executive powers and is also the Chairman of the Committee responsible for issuing proposals for appointments. We also have concerns over the poor functioning of the Board, which held an average of only 3.5 meetings in the last 4 years (1.3 average meetings held by the Corporate Governance Committee and the Remuneration Committee). Therefore, we recommend that shareholders oppose the discharge of Board members (item 2.f) and the re- appointment of the executive Chairman Mr. John Elkann (item 3.a).
Due to concerns over their aggregate time commitments, we also recommend shareholder to oppose the re-appointment of non-executive Directors Ms. Delphine Arnault (item 3.c) and Mr. Adam Keswick (item 3.i).
We also recommend shareholders to oppose the authorizations to increase the share capital by up to 20% (item 5.1) and to limit or exclude pre-emptive rights (item 5.2), because they exceed our voting policy limit of 10% on general share capital increases without pre-emptive rights.
Finally, in item 5.3 we recommend shareholders to oppose the authorization to issue special voting rights, granting an additional vote per share to registered shareholders, because it represents a deviation from the "one share – one vote" principle.
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