Ferrovial S.A. – AGM 16 April 2020
In item 5.5, it is proposed to ratify the appointment of Mr. Gonzalo Urquijo Fernández de Araoz as independent Director. He is independent from the Company and its major shareholders and has a solid professional experience, but we have concerns about his aggregate time commitments (one executive position and more than one external non-executive positions at listed companies), especially as executive Chairman of Abengoa, a Company that may require all his attention. Therefore, we recommend shareholders to oppose his appointment.
In item 9, shareholders are called to a binding vote on the remuneration policy. The quality of disclosure is very good, as all performance conditions are disclosed and long-term targets are quantified. We also welcome the redefinition of the executive variable remuneration structure, through a higher weighting of quantitative targets (60%). However, we have concerns over the excessive weight of the qualitative assessment of the Board determining the annual bonus (weighting a maximum of 40%). Therefore, we recommend opposition.
In item 13, we also recommend shareholders to oppose the 2019 Remuneration Report (advisory vote), due to our concerns over the high percentage of bonus depending on qualitative assessments, and because we find the Company's contributions to the former CEO's pension plan and "golden hellos" paid to the new CEO, to be excessive.
Therefore, we recommend opposition.
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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