Tecnicas Reunidas – AGM 25 June 2020
We have concerns over the lack of independent representation on the Board (47%
according to the Company and 40% as per ECGS guidelines). Therefore, we oppose the
re-elections of executive Director in item 8.1, proprietary in item 8.5, other external in
item 8.6 and the re-election of Mr. Lajous in item 8.4, whose independence is
compromised by the fees that are nearly 4 times the fees paid to the other non-executive
Directors.
In item 5, the two statutory auditors are proposed for FY 2020. No concerns arise
over the tenure nor the level of non-audit fees paid to Deloitte. However, non-audit fees
paid to PwC amount to 93% of audit fees in 2019 and 87% over the last 3-
year aggregate period. Furthermore, concerns arise over the tenure of PwC. Therefore,
we recommend that shareholders oppose this resolution and we urge the Company
to submit them into two separate votes in the future.
In item 9, the Board asks for the authorisation to issue fixed-income securities and other
debt and hybrid instruments convertible into Company shares. The maximum amount of
shares that may be issued without pre-emptive rights exceeds the ECGS' voting policy
limit of 10% of the share capital, and the 5-year term of the authorization is excessive.
Therefore, we recommend opposition.
The 2020-2022 Director's Remuneration Policy is proposed in item 12. We welcome the
addition of a long-term incentive plan (LTIP). However, we regret that 100%
of variable remuneration is paid in cash and that the maximum cap for the LTIP is not
disclosed. In item 15, shareholders are called to an advisory vote on the 2019 Directors'
Remuneration Report. Despite executive and non-executive remuneration being in line
with market practice, the Company does not disclose the level of achievement of targets
used to calculate variable remuneration. Therefore, we recommend shareholders to
oppose both items.
Tecnicas Reunidas is a general contractor company based in Spain. Co. engages in the engineering, design, and construction of industrial facilities for refining and petrochemical, oil and gas, power, and infrastructure and industries sectors worldwide. Co. constructs nuclear plants, conventional thermal plants, and renewable energy and cogeneration facilities for power sector; refineries and facilities for petrochemicals; water treatment, desalination, waste management, air, land, and marine transport facilities; and liquefaction, and storage facilities, as well as oil and gas fields and pipelines. Co. also provides engineering, management and operating services for industrial plants.
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
- Definition and monitoring of client customized voting guidelines
- Corporate Governance Data and Rating
- Thematic research
- Engagement support
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.
Unfortunately, this report is not available for the investor type or country you selected.
Browse all ResearchPool reportsReport is subscription only.
Thank you, your report is ready.
Thank you, your report is ready.