Fiat Chrysler Automobiles– AGM 16 April 2020
In item 2.c, shareholders are called to an advisory vote on the 2019 Remuneration Report. The maximum amount of the executive variable remuneration (1'225% of the CEO's base salary, of which 300% for the annual bonus and 925% under the long-term incentive) substantially exceeds the ECGS' voting policy limits of 150% for the annual bonus and 300% for total variable remuneration. Furthermore, we strongly regret that 25% of the long-term incentive does not depend on any performance conditions (restricted shares), and that the CEO received almost €3.0 million for results that were mostly achieved when he was not Group CEO (2014-2018). Therefore, we recommend opposition.
We have serious concerns over FCA's corporate governance, as it does not respect the "one share rone vote" principle, the Board does not have a majority of independent members (58% according to the Company but 42% as per our guidelines), and the controlling shareholder and executive Chairman chairs the Committee responsible for selecting nominees to the Board. Furthermore, since 2017 FCA has been involved in several cases of alleged violations of environmental regulations in Europe and the USA. Therefore, we recommend that shareholders oppose the discharge of Board members (item 2.f).
Due to our serious concerns over the composition of the Board, we recommend that shareholders oppose the re-appointment of the executive Chairman Mr. John Elkann (item 3.a), the re-appointment of representatives of the largest shareholder Exor Mr. Andrea Agnelli (item 4.c) and Mr. Tiberto Brandolini d'Adda (item 4.d). We also recommend shareholders to oppose the re-appointment of independent Directors Mr. John Abbott (item 4.b) and Mr. Ermenegildo Zegna (item 4.i), due to their significant relationships with business partners of subsidiaries and affiliates of FCA Group, as well as Ms. Valerie Mars (item 4.f) and Mr. Michelangelo Volpi (item 4.g), due to concerns over their aggregate time commitments.
Fiat Chrysler Automobiles is a holding company. Through its subsidiaries, Co. is an international automotive group engaged in designing, engineering, manufacturing, distributing and selling vehicles, components and production systems. Co. has operations in approx. 40 countries and sells its vehicles directly or through distributors and dealers in more than 140 countries. Co. designs, engineers, manufactures, distributes and sells vehicles for the mass market under the Abarth, Alfa Romeo, Chrysler, Dodge, Fiat, Fiat Professional, Jeep, Lancia and Ram brands and the SRT performance vehicle designation.
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