Viscofan – AGM 23 April 2020
The Board proposes the nomination of Ms Carmen de Pablo Redondo as well as the re-appointments of Mr Ignacio Marco-Gardoqui Ibáñez and Mr. Santiago Domecq Bohórquez in items 7, 8 and 9. The level of independence is 45.4%, the number of women on the Board will rise to 36.4% and the level of proprietary Directors is 18%. Taking into account their background and aggregate time commitments, we recommend approval of all three.
In item 10, it is proposed to approve a new long-term incentive plan for the 2019-2021 period. The incentive will be paid 30% in cash and 70% in shares and capped at approximately 215% of the CEO's base salary. All performance conditions are disclosed and, in our opinion, the Plan is adequately structured to align the interests of executives and shareholders in the long-term. Hence, we recommend approval.
In item 12, shareholders are called to an advisory vote on the 2019 Remuneration Report. Overall, remuneration amounts are reasonable, fixed remuneration is below the median of European and Spanish peers, and variable remuneration doesn't exceed 300% of the base salary and is in line with ECGS guidelines. Hence, we recommend approval.
Viscofan is the parent company of the Viscofan Group. Co. is divided into two major operational subgroups. The companies comprising the Naturin GmbH subgroup are engaged in the manufacture and distribution of artificial casings (small and big diameter collagen and plastics) for the meat industry. Through its wholly-owned subsidiary IAN, S.A., Co. also manufactures and distributes canned vegetables (asparagus, olives and tomato).
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