For the third consecutive year, Etica SGR attended and voted in the shareholders’ meeting of Diasorin S.p.A., which took place on 28 April 2016 in Milan. Etica SGR took the floor at the meeting to bring management’s attention to certain aspects related to the company’s sustainability, with a view to fruitful and lasting dialogue over time.
Etica SGR voted to approve the financial statements and the appropriation of earnings, considering that the proposed payout level maintains a certain balance between the internal growth objectives and the payment of dividends to shareholders; account was also taken of the payout levels registered in previous years, which show a stable trend over time.
Etica SGR abstained from the vote on the remuneration policy, as it did not find evidence of the improvements called for since last year, including taking environmental sustainability and/or social parameters into account when defining the variable component, and disclosure of the target value and the application mechanism for this component. On the other hand, Etica SGR welcomed the publication of the ratio of the CEO’s compensation to the average for full-time employees.
Etica SGR supported the list of candidates for the Board of Directors and the Board of Statutory Auditors proposed by the minority shareholders that are members of Assogestioni, and abstained from the vote on the new stock option plan and authorisation to purchase own shares (items that are partly connected).
Moreover, in relation to item 1 in the meeting’s extraordinary session, Etica SGR voted against the proposed amendment to the articles of association introducing so-called “loyalty shares“. While it recognises that this subject is complex, Etica SGR agrees with the recommendations of the main proxy advisors, i.e. that loyalty shares are not good corporate governance practice as they may fail to safeguard the interests of minority shareholders.
In this regard, Etica SGR highlighted the importance for the company of adopting good practices and strategies to ensure the sustainability of its business in the medium and long term.
Etica SGR positively assessed the publication of the second Sustainability Report, and its publication on a date prior to the shareholders’ meeting, which enabled timely observations to be made about the agenda and subjects related to environmental and social sustainability. During the meeting, Etica SGR asked for the report to be assessed by an independent company in future years and asked Diasorin if it intended to set up a specific committee dedicated to overseeing questions related to corporate sustainability, including the dynamics of interaction with stakeholders.
With regard to human rights, Etica SGR emphasised the importance of establishing a specific policy, using the OECD Guidelines and UN Principles as a reference. This policy should be extended to all of the Group’s companies and may also be used to select and monitor its suppliers. Etica SGR noted the importance of reporting quantitative data on human resources management in its broadest sense: such as, for example, data from business climate surveys, the strike rate, consultations with the respective union bodies and data on health and safety in the workplace.
|Agenda||For||Against||Abstention||Etica Sgr Guidelines ref.|
|1) Approval of the financial statements and the report on operations for the financial year ended 31 December 2015. Proposed appropriation of earnings. Presentation of the consolidated financial statements of the Diasorin Group at 31 December 2015. Related and consequent resolutions.
|2) Report on remuneration pursuant to Art. 123-ter of Legislative Decree 58/1998
|3) Appointment of the Board of Directors, after determination of the number of members and the term of office; determination of compensation. Related and consequent resolutions.
||1.1 – 1.2 -1.3 – 1.4|
|3.a Determination of number||X|
|3.b Determination of term||X|
|3.c Determination of compensation||X|
|3.d Majority list||X|
|4) Appointment of the Board of Statutory Auditors and its Chairman, and determination of compensation. Related and consequent resolutions.||–|
|4.a Majority list||–||–||–|
|4.b Assogestioni list||X|
|4.c Determination of compensation||X|
|5) Engagement of the Independent Auditor for the period 2016-2024 and determination of the relative compensation, pursuant to Legislative Decree 39/2010. Related and consequent resolutions.
|6) Resolutions pursuant to Art. 114-bis of Legislative Decree 58/1998, relating to the establishment of a stock option plan. Related and consequent resolutions
|7) Authorisation to buy and sell own shares, pursuant to the combined provision of Articles 2357 and 2357-ter of the Italian Civil Code, as well as Art. 132 of Legislative Decree 58/1998 and the relative implementation provisions. Related and consequent resolutions.
|1) Proposed amendment to the articles of association by introducing an increase in voting rights pursuant to Art. 127-quinquies of Legislative Decree 58/1998. Insertion of new articles 9-bis, 9-ter and 9-quater of the articles of association. Related and consequent resolutions.
|2) Proposed amendment to Art. 8 of the articles of association Related and consequent resolutions.
Engagement Italian companies