Fiat Chrysler Automobiles - AGM 26 June 2020
AGM was initially called on April 16, and postponed to June 26. The Agenda
remained the same, with the only exception of the withdrawal of the dividend
distribution proposal (a dividend of €0.76 per share was proposed at the revoked AGM
of April).
In item 2.c, shareholders are called to an advisory vote on the 2019 Remuneration
Report. The maximum amount of the executive variable remuneration (300% of the
base salary for the annual bonus and 925% under the long-term incentive) substantially
exceeds the ECGS' voting policy limits. Furthermore, we strongly regret that 25% of the
long-term incentive does not depend on any performance conditions (restricted shares).
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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