Tod's Group – AGM 3 june 2020
In item 1.2, shareholders are called to approve the allocation of 2019 net income. In light of the uncertainties related to the Covid-19 epidemic, the Board of Directors resolved not to distribute dividends on 2019 results. We recommend approval.
In item 2, the Board asks for the authorization to purchase treasury shares representing up to 20% of the share capital, at a maximum repurchase price of 115% of market price. The maximum number of treasury shares and repurchase price exceed the ECGS voting policy limits (10% of the share capital and 110% of the market price, respectively). Therefore, we recommend opposition.
In item 3.1, shareholders are called to a binding vote on the remuneration policy. Being the controlling shareholder of the Company, the Chairman-CEO does not participate in variable remuneration schemes. However, his fixed remuneration significantly exceeds the median of European and Italian peers (respectively 149% and 167%). Furthermore, the maximum variable remuneration of other executive Directors (on aggregate capped at 750% of the base salary) is substantially above ECGS' voting policy limit of 300% of the fixed remuneration. We also have serious concerns over the possibility to pay discretionary bonuses, also to non-executive Directors, and we strongly regret that the Company has not disclosed the performance conditions used to calculate annual and long-term incentives. Therefore, we recommend opposition.
In item 3.2, shareholders are called to an advisory vote on the remuneration paid in 2019. Aggregate executives' remuneration increased by 5.3% in 2019, despite decreasing net income (-1.8%) and ordinary results (EBITDA decreased by 55.5% excluding extraordinary items). We have serious concerns over the degree of discretion used by the Board in defining variable remuneration, and we strongly regret that no disclosure is provided on the level of achievement of short-term targets. Therefore, we recommend opposition.
Tod's operates in the luxury sector under its proprietary brands (TOD'S, HOGAN and FAY) and licensed brands (ROGERVIVIER). Co. creates, produces and distributes shoes, leather goods and accessories, and apparel. The TOD'S brand is known for shoes and luxury leather goods. The HOGAN brand is known for shoe collections for women, men and children, and also crafts various leather goods items. FAY is a brand with a focus on casual wear. ROGERVIVIER brand includes shoes, handbags, small leather goods, jewelry and sunglasses.
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.