Grifols - AGM 08 October 2020
In item 5, it is proposed to re-appoint KPMG (auditor since 1990) and Grant Thornton (since 2017) as joint auditors for the individual accounts and in item 6, KPMG as the sole auditor for the consolidated accounts. Despite welcoming the appointment of Grant Thornton as second auditor and acknowledging that the fees are reasonable, serious concerns arise over the excessive tenure of KPMG. Hence, we recommend that shareholders oppose both resolutions.
In item 10, shareholders are called to an advisory vote on the 2019 Directors¶
Remuneration Report. The aggregate and individual amounts are reasonable; however, we regret that the Board has not proposed any changes in the Policy despite the high level of opposition against the Remuneration Report in previous years (39% in 2019 and 36% in 2018). Furthermore, executive variable remuneration is not effectively aligned with the long-term interests of shareholders, as it is exclusively dependent on EBIT. Hence, we recommend opposition.
The Board communicated an increase in fees for Directors in their capacity as such in February 2020. However, the Company has prudently resolved to cancel this amendment to the Policy as the effects of the pandemic have not been fully assessed. ECGS welcomes this decision. However, in item 11, shareholders are called to approve the Directors¶ Remuneration Policy, the same one that was proposed in 2017 (39% of shareholders voted against). We regret that in the previous Policy, the non-executive Chairman¶s salary was increased despite a decrease in duties and responsibilities; hence, we recommend to vote against.
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