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Expert Corporate Governance Service (ECGS)
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Interpump Group – AGM 30 April 2020

In item 4.1, shareholders are called to a binding vote on the remuneration policy. We strongly regret that the Company has not disclosed the performance conditions used to calculate annual and long-term incentives. Furthermore, the stock options' exercise price is below the market price on the date of grant, which is not in accordance with ECGS guidelines. Also taking into account that severance payments are capped at 3 years of cash remuneration (fixed plus annual bonus), which is not in accordance with Italian guidelines of 2 years of remuneration, we recommend opposition.

 In item 5.3, the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Interpump's share capital. Two slates of nominees have been submitted, by IPG Holding (23.3%) and a group of institutional investors (6.7%). the AGM is called to appoint the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of Interpump's share capital. Two slates of nominees have been submitted, by IPG Holding (23.3%) and a group of institutional investors (6.7%).

 One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

 We recommend that shareholders support the slate submitted by the institutional investors (sub-item 5.3.2), as all the nominees in the slate are independent from the Company and its shareholders.

Underlying
Interpump Group S.p.A.

Interpump Group manufactures and markets high and very high-pressure plunger pumps, very high pressure systems, oil pressure power takeoffs and other hydraulic products, and electric motors and windings. Co.'s activities are divided into three main sectors: hydraulic sector includes the production and sale of power take-offs and other hydraulic components; industrial sector mainly composed of high and very high-pressure pumps and pumping systems used in a wide range of industrial sectors for the conveyance of fluids; and electric motor comprises the production and sale of windings and electric motors.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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Expert Corporate Governance Service (ECGS)

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