Etica Sgr’s voting
On the following items, Etica Sgr has made a vote that does not comply with management recommendations:
3.1. Report on remuneration policy and amounts paid: approval of the remuneration policy under Art. 123-ter, paragraph 3-bis, of Law Decree n° 58/1998
Etica Sgr voted against, because not all the criteria set out in the Engagement Policy have been met.In particular, with reference to the severance agreement, it may exceed the maximum limit of acceptable monthly payments based on Etica Sgr’s Engagement Policy, in the cases where the non-competition clause also comes into play. Furthermore, the presence of KPIs of an ESG kind, both in the short term and in the medium-long term variable component, is appreciated.
3.2. Report on remuneration policy and amounts paid: resolutions on the “second section” of the report, under Art. 123-ter, paragraph 6, of Law Decree n° 58/1998
Etica Sgr voted against, because not all the criteria set out in the Engagement Policy have been met. In particular, the appropriateness of providing more information about the severance agreement and compensation in the case of agreed termination of relations between company and directors was observed. Furthermore, the proxy advisor has identified opportunities to improve the connection between remuneration and company performance for identified peers.
Other items on the Agenda
On the remaining items on the Agenda, Etica Sgr has expressed a vote in favour, since they are consistent with the Engagement Policy at Etica Sgr.
Agenda
- Accept Financial Statements and Statutory reports
FOR - Approve allocation of Income
FOR -
- 3.1 Approve Remuneration Policy
AGAINST - 3.2 Approve Second Section of the Remuneration Report
AGAINST
- 3.1 Approve Remuneration Policy
- Approve CO-Investment Plan
FOR
Extraordinary Business
- Authorize Board to Increase Capital to Service Co-Investment Plan
FOR - Deliberations on Possible Legal Action Against Directors if Presented by Shareholders
