For the third consecutive time, on 29 April 2016, Etica SGR voted at the shareholders’ meeting of Campari, an Italian company operating in the beverage sector producing alcoholic and soft drinks. Etica SGR took the floor at the meeting to bring management’s attention to certain aspects related to the company’s financial and economic performance, as well as its social and environmental performance, with a view to continuous and lasting dialogue over time.
As it had no objections to make about the veracity of the information reported in the financial statements and considering the company’s payout ratio to be balanced, Etica SGR voted to approve the financial statements and the appropriation of earnings for the year.
Etica SGR abstained from the vote on approval of the report on remuneration. This decision was based on the fact that, while Etica SGR welcomed the improvement relating to clarification of the target value to which the short-term variable component is linked, it negatively assessed the lack of a clear and specific set of levels, possibly in the form of ranges, for the above-mentioned target, and the absence of a maximum disbursement level for the short-term component. The continuing lack of ESG indicators in the determination of variable remuneration was also a factor in the decision not to vote in favour of the remuneration policy in its entirety.
Etica SGR voted against the stock option plan, in light of certain problems relating to the lack of specific indications on lock-up clauses and performance criteria resulting in the vesting of the allocated instruments. Etica SGR therefore voted against the plan again this year, and against item 6 on the agenda, which related to it.
Lastly, Etica SGR voted for the lists of candidates for the Board of Directors and the Board of Statutory Auditors presented by asset management companies that are part of Assogestioni.
During the meeting, Etica SGR congratulated the company’s management on the positive results achieved in 2015 and noted the importance of maintaining its orientation towards investment and development strategies aimed at creating long-term value, including attention to social and environmental aspects.
Etica SGR expressed the hope that the document Sustainable Campari would be made available on a date prior to the shareholders’ meeting and again prompted the company to publish a sustainability report, thereby disclosing a comprehensive body of information, comparable with previous years and anticipating the European regulations that would come into force from 2017.
Although aware of Campari’s participation in Spirits Europe and its strong commitment to defining a computational model for CO2 specifically for the spirits sector, this year Etica SGR again invited the company to consider taking part in the Climate Change and Water survey promoted by the Carbon Disclosure Project and publishing the results. Attention was also drawn to the need for Campari to adopt a specific environmental policy, expressing both its current performance and the objectives to be achieved in terms of atmospheric emissions and the use of water resources, particularly in water-stressed areas.
Lastly, Etica SGR reminded the meeting of the importance of a specific human rights policy.
|Agenda||For||Against||Abstention||Etica Sgr Guidelines ref.|
|1) Approval of the financial statements at 31 December 2015 and consequent resolutions;||X||1.7 – 1.7.1|
|2) Appointment of the Board of Directors, election of the Chairman and determination of the relative compensation;||1.1 – 1.2 – 1.3|
|a. Appointment of BoD – Alicros S.p.A. list||–||–||–|
|b. Appointment of BoD – Cedar Rock Ltd list||–||–||–|
|c. Appointment of BoD – Institutional investor list (Assogestioni)||X|
|d. Election of Chairman||–||–||–|
|e. Determination of Directors’ compensation||X||1.6|
|3) Appointment of the Board of Statutory Auditors and determination of the relative compensation;|
|a. Alicros S.p.A. list||–||–||–|
|b. Cedar Rock Ltd list||–||–||–|
|c. Institutional investor list (Assogestioni)||X|
|d. Determination of Auditors’ compensation||X|
|4) Approval of the report on remuneration pursuant to Art. 123-ter of Legislative Decree 58/98;||X||1.6|
|5) Approval of the report on remuneration pursuant to Art. 114-bis of Legislative Decree 58/98;||X||1.6.1|
|6) Authorisation to purchase and/or dispose of own shares.||X||1.5|