Etica Sgr’s voting
For the following items, Etica Sgr did not vote according to management recommendations:
2. Allocation of profits and losses for the year; inherent and consequent resolutions.
Etica Sgr abstained, because the dividend payout ratio was significantly higher than the benchmark threshold considered in relation to the provisions of the Engagement Policy.
4.Authorisation for the purchase and disposal of treasury shares following the revocation of the previous authorisation resolved by the Shareholders’ Meeting on 21 April 2020
Etica Sgr voted against because not all of the criteria specified in the Engagement Policy were satisfied. In particular, the shares held could potentially exceed the threshold of 10% of the share capital.
6.2.Report on the remuneration policy and compensation paid pursuant to Article 123-ter of Legislative Decree no. 58 of 24 February 1998 Section II: 2020 compensation and remuneration
Etica Sgr voted against because not all aspects of the Engagement Policy were respected. In particular, a possible misalignment between the remuneration granted and the company’s performance was noted for a peer group identified by the proxy advisor.
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
Ordinary business
- Financial Statements at 31 December 2020 and Directors’ Report; inherent and consequent resolutions. Presentation of the Consolidated Financial Statements and of the Consolidated Non-Financial Statement at 31 December 2020
FOR 1.4 - Allocation of net result for the financial year: inherent and consequent resolutions
ABSTAIN 1.4 -
- Appointment of the Board of Directors-Determination of the number of members of the Board of Directors
FOR 1.1 - Appointment of the Board of Directors- Slate 1 Submitted by San Quirico SpA
DO NOT VOTE 1.1
Appointment of the Board of Directors-Slate 2 Submitted by Institutional Investors (Assogestioni)
FOR 1.1 - Appointment of the Board of Directors-Appointment of the Chairman of the Board of Directors
FOR 1.1 - Appointment of the Board of Directors-Determination of the remuneration payable to the members of the Board of Directors for the financial year 2021
FOR 1.3.2 - Appointment of the Board of Directors-Determination of the remuneration payable to the members of the Control and Risk Committee for the financial year 2021
FOR 1.3.2 - Appointment of the Board of Directors-
Determination of the remuneration payable to the members
of the Nominations and Remuneration Committee for the financial year 2021
FOR 1.3.2
- Appointment of the Board of Directors-Determination of the number of members of the Board of Directors
- Authorisation to purchase and dispose of treasury shares, upon annulment of the previous authorisation resolved by the Shareholders’ Meeting on 21 April 2020
AGAINST 1.2 - Long Term Incentive Plan (2021-2023 LTI System)
FOR 1.3.1
- Report on the remuneration policy and fees paid out pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998
- Report on the remuneration policy and fees paid out pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998-Section I: 2021 Remuneration Policy
FOR 1.3 - Report on the remuneration policy and fees paid out pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998-Section II: 2020 Compensation and remuneration
AGAINST 1.3
- Report on the remuneration policy and fees paid out pursuant to Article 123-ter of Italian Legislative Decree no. 58 of 24 February 1998-Section I: 2021 Remuneration Policy
- Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
DO NOT VOTE
