General Mills | 2015

For the fifth year, on 29 September 2015, Etica Sgr voted at the annual shareholders’ meeting of General Mills, a US company active in the food sector, drawing the attention of management to some aspects linked to corporate sustainability.

Etica Sgr expressed a favourable vote to the election of all members of the Board of Directors. Etica Sgr considered positively the high percentage of independent directors (91%), the separation between the figure of Chairman and that of Chief Executive Director, the background of the individual members and the high percentage of gender diversity within the Board: the percentage of women present on the BoD is, in fact, 37%, higher than the percentage required by international best practices of corporate governance, which indicate 20% as the minimum percentage of participation.

Etica Sgr, on the other hand, abstained with regard to the approval of the Company’s remuneration policy. Despite believing the Company’s document to be very detailed, Etica Sgr identified some points on which it is important to focus: primarily, there is little correspondence with respect to last year between the bonuses paid (increased for the CEO) and the results achieved (which recorded a slight reduction); secondly, Etica emphasises the absence of a target level as regards performances linked to short-term incentives and the absence of ESG parameters in the definition of variable remuneration. Finally, Etica Sgr considers scarcely transparent, and a point of significant deterioration compared to last year, the use of discretion by the Remuneration Committee towards the two managers with strategic responsibility. In particular, it emphasised the absence of an explanation which led to the payment of an additional bonus.

Finally, Etica Sgr voted against the proposal of ratification of the independent auditing company, KPMG LLP, considering the timeframe of the assignment to be too wide (87 years) and the costs linked to the “other services” item to be excessive, as they amount to 16.64% of the costs involved in the auditing activities; both figures, in fact, could compromise the correct performance by KPMG LLP and its actual independence.

Finally, Etica Sgr wished to thank the Company with regard to the detailed letters of response sent to Etica Sgr after the annual shareholders’ meeting.

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