Etica Sgr’s voting
On the following items, Etica Sgr has made a vote that does not comply with management recommendations:
2.1. Report on remuneration policy and amounts paid: approval of the remuneration policy under Art. 123-ter, paragraph 3-ter, of Law Decree n° 58/1998
Etica Sgr voted against, because not all the requirements in the Engagement Policy have been met. In particular, those involving the severance agreement and the use of discretion. With reference to the severance agreement, it may exceed the maximum limit of acceptable monthly payments based on Etica Sgr’s Engagement Policy, in the cases where the non-competition clause also comes into play. Discretion may be exercised in defining variable remuneration without clear reference to performance indicators. Furthermore, the absence of KPIs of an ESG kind, both in the short term and in the medium-long term variable component, has been found.
2.2. Report on remuneration policy and amounts paid: resolutions on the “second section” of the report, under Art. 123-ter, paragraph 6, of Law Decree n° 58/1998
Etica Sgr voted against, because not all the criteria set out in the Engagement Policy have been met. In line with what has been observed for the previous item, it has been noted that discretion was used in granting a one-off bonus to three Directors with Strategic Responsibilities, in consideration of the professional contribution made in facing up to this unique and unforeseeable situation, but without any particular reference to specific performance indicators.
3. Set-up of a Stock Option Plan under Art. 114-bis of Law Decree n° 58/1998. Inherent and consequential resolutions
Etica Sgr voted against, because not all the criteria set out in the Engagement Policy have been met. In particular, the intended recipients are not clearly identified and no performance targets were established to which the assignment of options were to be bound. No improvements were observed compared to the Plan presented in 2020 which was voted against.
4. Authorisation for the purchase and disposal of equity shares, under the combined provisos of Articles 2357 and 2357-ter of the Civil Code, as well as under Art. 132 of the Law Decree of the 24th February 1998 n. 58 and related implementation instruments. Inherent and consequential resolutions
Etica Sgr voted against, because not all the criteria set out in the Engagement Policy have been met. Since the criteria set out in the Engagement Policy are met, and since the purchase of the equity shares plan is linked to the stock option plan, we suggest voting against.
Extraordinary part
1S. Proposed amendment of Articles 3 (Scope), 8 (General Meetings), 9-bis (Increasing Voting Rights), 11 (Board of Directors) and 18 (Board of Statutory Auditors) of the Company’s Articles of Incorporation. Inherent and consequential resolutions
The Analysis and Research Section of Etica proposes not to vote, in particular in light of the need to hold a single vote for all the proposed amendments, of the complexities inherent on the increased voting structure and not to vote in favour of other items, on which there is a favourable opinion. Etica recognizes the criticality of having only one item on the agenda for different proposed amendments, some of which are not critical and the regulatory adjustments in favour of gender diversity in corporate bodies are welcomed. In particular, as regards the new Consob guidelines on increased voting, Etica stresses out its perplexity to the extent that it could enable the majority shareholder to: a) have absolute control also on Extraordinary General Meetings; b) transfer part of its own shares without giving up on controlling rights over the company; c) lead to a rootedness of the current body of shareholders, with the risk of isolating it from possible external influences.
Other items on the Agenda
On the remaining items on the agenda, Etica Sgr has expressed a vote in favour, since they are consistent with the Engagement Policy at Etica Sgr.
Agenda
Ordinary business
- Approve Stock Option Plan
AGAINST 1.3.1 - Authorize Share Repurchase Program and Reissuance of Repurchased Shares
AGAINST 1.2
Extraordinary business
- Amend Company Bylaws: Articles 3,8,9-bis, 11 and 18
DO NOT VOTE n.a - Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
DO NOT VOTE
