Saipem – AGM 29 April 2020
In item 4, the AGM is called to appoint the members of the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 1.0% of the share capital. Two slates have been submitted, respectively by the controlling shareholders Eni and CDP (sub-item 4.1) and a group of institutional investors (sub-item 4.2).
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.
All the nominees are independent from the Company and its shareholders, and we have not identified serious concerns over their appointment as Saipem's Statutory Auditors. However, minor concerns may arise over the number of mandates (4) of a candidate included in the controlling shareholders' slate. Therefore, we recommend shareholders to support the slate of institutional investors in shareholders to support the slate of institutional investors in sub-item 4.2.
In item 7, shareholders are called to a binding vote on the remuneration policy. The quality of disclosure is good, and remuneration amounts are reasonable (total variable remuneration is capped at 295% of the CEO's base salary). As, in our opinion, the overall remuneration policy is adequately structured to achieve an alignment of interests between executives and shareholders in the long term, we recommend approval.
Saipem is a global contractor with local presence in Africa, Central Asia, America, the Middle East and South East Asia. Co. provides engineering, procurement, construction and installation services; and engineering, procurement and construction services to the oil and gas industry, both onshore and offshore, with a focus on projects, including activities in remote areas, in deep waters and on projects that involve difficult gas or crude supplies.
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