Nissan Motor | 2015

For the first year, on 23 June 2015, Etica Sgr voted at the annual shareholders’ meeting of Nissan Motor drawing management’s attention to some aspects linked to corporate sustainability. Nissan is a Japanese company that produces cars forming part of the Renault Group and is Japan’s second biggest manufacturer, after Toyota.

Just like every year, the shareholders’ meeting was asked to renew the Board of Directors and the Company suggested to the shareholders the confirmation of the eight members already present in 2014 and the election of a new director. The candidates include eight “inside directors” (non-independent directors), while only one is considered by the Company to be an “Outside director” (independent director). Etica Sgr expressed a contrary vote to the election of four executive members, due to their responsibilities and powers in management and in appointing the BoD, and it abstained as regards the election of the remaining five directors, due to gaps identified in the corporate governance, such as the absence of gender diversity and a percentage of independent directors not in line with international best practices. Etica Sgr, in addition, emphasised the risks connected to an annual re-election of the members of the Board, since this may encourage the Directors themselves to focus more upon management oriented towards the short-term, without considering a longer time horizon.

Etica Sgr also voted against approving a Stock Appreciation Rights Plan intended for the Directors, due to the lack of transparency and clarity in the definition of the conditions and the performance targets of that Plan. Etica Sgr also emphasised that those conditions are defined exclusively by the Board of Directors, the sole beneficiary of the Plan itself.

Finally, Etica Sgr voted in favour of the remaining items on the agenda: the request for distribution of the dividend to the shareholders and the amendments of some articles of the Company’s articles of association relating to the fees of the Directors and the Auditors.

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