Etica Sgr’s voting
On the following points Etica Sgr has expressed a vote not in line with management’s recommendations:
3. Report on the remuneration policy and compensation paid: resolutions relating to the first section– Remuneration policy.
Etica Sgr voted against, because not all the requirements in the Engagement Policy have been met.
In particular, it should be noted that there continues to be an element of discretion in granting extraordinary one-off bonuses in relation to transactions of a strategic, exceptional nature, with significant effects on the Company’s results. These bonuses may exceed the relevant threshold established in the Etica SGR Engagement Policy.
4. Report on the remuneration policy and compensation paid: resolutions relating to the second section – Compensation paid.
Etica SGR voted against, because not all the criteria set out in the Engagement Policy have been met.
In line with what is noted in the foregoing point, it was found that discretion had been exercised in paying a bonus to the CEO the amount of which exceeded the relevant threshold set in the Etica SGR Engagement Policy.
Other items on the Agenda
On the remaining items on the agenda, Etica SGR voted in favour, since they are consistent with the Etica SGR Engagement Policy.
Agenda
Extraordinary business
- Amend Company Bylaws Re: Article 3
FOR n.a. - Amend Company Bylaws Re: Article 20
FOR n.a
Ordinary business
- Accept Financial Statements and Statutory Reports
FOR 1.4 - Approve Allocation of Income
FOR 1.4 - Approve Remuneration Policy
AGAINST 1.3 - Approve Second Section of the Remuneration Report
AGAINST 1.3 - Authorize Share Repurchase Program and Reissuance of Repurchased Shares
FOR 1.2
