As we have concerns over the lack of independent representation on the Board of Directors (42% as per our guidelines and 50% according to the Company), we recommend opposing the reappointment of the members of the del Pino family (on aggregate holding 35.7%) in items 5.1, 5.5 and 5.8. We also recommend opposing the reappointment of the non-independent Directors Mr. Santiago Bergareche Busquet (item 5.2) and Mr. Joaquín Ayuso García (item 5.3), as well as Mr. José Fernando Sánchez-Junco Mans (item 5.7), who is independent according to the Company but has collected more than 12 years of association with the Group and is the CEO of a supplier of Ferrovial.
In item 9, we recommend that shareholders oppose the authorization to increase the share capital by maximum 50%, as the authority includes the power to exclude pre-emptive rights in connection with 20% of the share capital, which exceeds the ECGS' voting policy limit of 10% on general authorizations without pre-emptive rights.
In item 10, we also recommend opposing the authorization to issue convertible securities, as the authority exceeds our voting policy limit on capital increases without pre-emptive rights, and the proposal includes the authority to issue preferred shares, potentially undermining the principle of shareholder equality.
In item 11, shareholders are called to a binding vote on the 3-year remuneration policy for the members of the Board of Directors. We regret that the aggregate variable remuneration depends more on annual than long-term results (the annual cash bonus will represent 56% of the variable remuneration), and we strongly regret that the performance conditions that will be used to calculate the 2019-2021 incentive are not disclosed (with the only exception of TSR). In addition, we have concerns over the excessive weight of the qualitative assessment of the Board in determining the annual bonus (weighing at least 30% of the bonus). Therefore, we recommend opposition. Due to the lack of disclosure of performance conditions, we also recommend that shareholders oppose the 2019-2021 performance share plan (item 12).
Ferrovial is a transportation company based in Spain. Co. is engaged in operations in the transportation sector. Co. specializes in the design, construction, management, administration and maintenance of transport infrastructures. Co.'s services range also includes the maintenance of parking lots, and land-, sea- and air-based transport networks. Co. is also engaged in the promotion and operation of short-stay parking lots, parking regulation and management services and promotion and sale of residents' parking.
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2Q’20 vs. 2Q’19 Results: Sales: € 1.535 Bn (+11.7% vs. -28.5% BS(e) and -24.0% consensus); EBITDA: € 53.0 M (-53.5% vs. -75.4% BS(e) and -64.0% consensus); EBIT: € 6.0 M (-90.3% vs. € -24.0 M BS(e) and € -9.0 M consensus); Net Profit: € -268.0 M (€ 92.0 M in 1H'19 vs. € -218.34 M BS(e) and € -29.0 M consensus); 1H’20 vs. 1H’19 Results: Sales: € 2.914 Bn (+11.9% vs. -9.3% BS(e) and -6.9% consensus); EBITDA: € 128.0 M (€ -116.0 M in 1H'19 vs. € 103.0 M BS(e) and € 116.0 M consensus); EBIT: € 32.0 M (€ -211.0 M in 1H'19 vs. € 2.0 M BS(e) and € 17.0 M consensus); Net Profit: € -379.0 M (€ -6.0 M i...
COMPAÑÍAS QUE APARECEN EN EL INFORME. ESPAÑA: ACS, ARCELOR MITTAL, CAF, CAIXABANK, FERROVIAL, GRUPO CATALANA OCCIDENTE, MEDIASET ESPAÑA, MELIÁ HOTELS, TALGO. EUROPA: AB INBEV, BNP, ESSILORLUXOTTICA, INTESA SANPAOLO, LINDE, LOREAL, NOKIA, VINCI, VIVENDI, VOLKSWAGEN. Alemania arrastra a Europa Los malos datos del PIB del 2T’20 en Alemania, que podrían anticipar sorpresas negativas en la periferia, provocaron la toma de beneficios en el resto de plazas de Europa, con caídas por encima del -3%. En el Euro STOXX todos los sectores registraron pérdidas, encabezadas por los financieros Bancos y Seg...
NEWS SUMMARY: ACS, ARCELOR MITTAL, CAF, CAIXABANK, FERROVIAL, GRUPO CATALANA OCCIDENTE, MEDIASET ESPAÑA, MELIÁ HOTELS, TALGO. MARKETS YESTERDAY AND TODAY Germany drags down Europe The poor 2Q’20 GDP data in Germany, which could augur negative surprises in the periphery, led to profit taking in the rest of the European indices, with drops of more than -3%. In the Euro STOXX, almost all the sectors were in the red, led by Banks and Insurance, whereas Travel & Leisure rose (+1.3%; after the strong rise in Francaise des Jeux) and Food fell the least. On the macro side, in the euro zone the econ...
ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an electronic meeting only. Consequently, it will not be possible to attend the AGM in person. In general, Prosus is in compliance with the Dutch regulations relating to the organization and procedures of the AGM. Under ITEM 2 an advisory vote on the Company’s executive remuneration report is requested. ECGS notes that the total variable salary granted in the year under review, corresponding to 1062% of annual base salary, exceeds the maximum threshold under its guidelines. Accordingly, ECGS recommends to vote OPPOS...
The general meeting is convened to approve a sale of Direct Energy, Centricans North American energy supply, services and trading business, to NRG Energy for $3.625 billion in cash (equivalent to approximately £2.85 billion) on a debt free, cash free basis. We agree that the proposed cash offer is reasonable considering the current market circumstances and the group’s needs in urgent action in light of the Covid-19 impact on earnings and unbearable indebtedness. The disposal of Direct Energy will simplify the group’s structure and will allow focusing on a new strategy enabling the transition t...
Le rapport spécial des commissaires aux comptes ne comporte aucune convention, ni nouvelle, ni ancienne. L'absence de conventions au rapport spécial est, sauf opéra on non signalée aux commissaires aux comptes, le signe d'une bonne autonomie du projet de l'entreprise et d'une meilleure intégrité économique du groupe, surtout pour un groupe familial (résolution 4). Proxinvest estime que le taux d'indépendance du Conseil est très insuﬃsant (23%). Notons toutefois qu'André Delion, membre libre de conﬂits d'intérêts potentiels, assure désormais la présidence du Conseil depuis le 22 août 2019.Quan...
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