Indra Sistemas - AGM 24 June 2020
Concerns arise over the level of independence on the Board: 53.8% according to Indra
and 46.2% per ECGS guidelines, since we do not consider Ms. Aquerreta, new
nominee, as independent due to her recent affiliation with Deloitte, auditor since 2016.
Hence, we recommend shareholders to oppose her appointment in item 5.1.
In item 8, shareholders are called to approve the 2020-2022 Remuneration Policy.
ECGS welcomes the Company's efforts to align executive remuneration with the
assessment of the impact of COVID-19. However, we regret that 40% of the annual
bonus depends on qualitative assessments and that clear targets are not disclosed by
the Company. Furthermore, pension contributions are budgeted at 60% of the Chairman-
CEO's base salary, substantially above our limit of 30%. Hence, we recommend
opposition.
In item 9, the Board asks for shareholder approval on the advisory vote of the 2019
Directors'Remuneration Report. Overall, Directors'compensation is below Spanish and
European peers. However, variable remuneration for executive Directors may amount to
381% of base salary, above ECGS's limit, and it is impossible to assess the direct link
between performance and pay since the level of achievement of individual targets is not
disclosed. Hence, we recommend that shareholders oppose this resolution.
Indra Sistemas is engaged in the design, development, manufacture, assembly, repair, and installation of computer software and applications. Through its subsidiaries, Co. is engaged in consulting, graphic design and multimedia, web design and marketing, internet development and electronic trade, systems integration and hosting geared business to business and business to consumer, as well as in internet financing and electronic marketing. Co. serves defense and security, transport and traffic, energy and industry, telecom and media, finance and insurance, and public administration and healthcare markets. Co. operates primarily in Europe, the United States, Canada, and Latin America.
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