Vidrala - AGM 28 May 2019
In Item 7, it is proposed to increase the size of the Board to eleven directors and to appoint a new Independent Director. The appointment of an additional Independent Director is welcome, but we still have serious concerns over the lack of independent representation on the Board (18% as per our guidelines and 27% according to the Company). We are also concerned with the overrepresentation of the Delclaux family as members of the family comprise 45% of the Board while the family owns 25% of the share capital. Given the lack of independence on the Board, we recommend that shareholders oppose the reappointment of Mr Ramón Delclaux de la Sota (Item 8) and Noronha Gallo SGPS, S.A. (Item 9), who have both been proposed as proprietary directors.
In Item 10, shareholders are asked to approve the remuneration report. Only 86% of shareholders voted in favour in the previous year. The non-executive Chairman receives excessively high fixed fees and an annual bonus, which gives rise to some level of doubt as to whether he is actually non-executive in practice. Furthermore, the payment of a performance-based variable remuneration for non-executive directors, including the non-executive Chairman, is contrary to our guidelines as it may undermine their independence. Finally, we strongly regret that no details have been disclosed on the remuneration policy adopted for the CEO and other key executives of the Company. Therefore, we recommend opposition.
Vidrala SA is a Spain-based company principally engaged in the glass industry. The Company operates through two segments: Spain and European Union. The Company's activities include the production, distribution and sale of glass bottles and containers used in the food and beverages industries. The Company conducts its own research and development (R&D) operations. It operates production plants and melting furnaces located in such countries, as Portugal, France, Belgium and Italy. The Company owns such subsidiaries as Crisnova Vidrio SA, Inverbeira Sociedad de Promocion de Empresas SA, Gallo Vidro SA, Castellar Vidrio SA, Corsico Vetro SRL, MD Verre SA, Omega Immobiliere et Financiere SA, Investverre SA and CD Verre SA.
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