Moncler - AGM 16 March 2020
The EGM is called to approve several amendments to the Company's Bylaws, pertaining to different areas of corporate governance, in a single resolution:
- Introduction of the possibility to assign an additional voting right to shares that have been registered in a "Loyalty Register" kept by the Company for at least 24 months.
- Changes to the composition and mechanism of election of the Board of Directors. In particular, a majority of Board members shall be independent, including the Chair, and the Board will be entitled to submit a slate of nominees for the election of its members.
- Introduction of the possibility to appoint a "designated representative" to whom shareholders may freely delegate proxy with voting instructions; and elimination of a voting quorum higher than the one provided by Italian legislation for the approval of specific changes to the Bylaws.
We strongly regret that different amendments to the Bylaws are proposed in a single resolution. We welcome the proposed changes to the composition and election of the Board of Directors, as well as the possibility for the Company to appoint a "designated representative", but the introduction of multiple voting rights risks to seriously damage the interests of minority shareholders.
In our opinion, the possibility to increase the voting rights of registered shareholders is a clear breach of the basic principle of equality of shareholder, and it will only benefit controlling and major shareholders, who will be able to keep or gain the control of all General Meetings even reducing their equity investment. Therefore, we recommend opposition.
Moncler is a jacket and sportswear production group based in Italy. Co. directly produces and distributes its own clothing and accessories collections, through its direct boutiques and exclusive department and multibrand stores. Co. branded products range from the high fashion segment with the Gamme Rouge and Gamme Bleu collections (exclusive products and selected distribution to boutiques) to the Grenoble collection (sporting and technical garments). As of Dec 31 2013, Co. operated a network of 135 stores, including 107 directly operated stores (DOS) and 28 wholesale stores (27 shop-in-shop and 1 franchise store).
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