For the sixth consecutive year, Etica SGR attended and voted in the shareholders’ meeting of Prysmian S.p.A., which took place on 13 April 2016 in Milan. Etica SGR voted in favour of six items on the agenda and abstained from the vote on the item relating to the stock option plan for employees.
Etica SGR had no objection to the approval of the financial statements at 31 December 2015 and the reports presented by the Board of Statutory Auditors and the Independent Auditor. In line with point 1.7.1 of its Guidelines on Active Shareholding, Etica SGR approved the appropriation of earnings for the year, considering the payout to be balanced. With regard to the appointment of the new Board of Statutory Auditors, which will be in office until 2018, Etica SGR supported the list presented by the minority shareholders that are members of Assogestioni. Given the detailed and timely information received, Etica S.p.A. voted in favour of authorising the Board of Directors to buy and sell own shares.
Etica SGR voted in favour of the company’s remuneration policy, having welcomed the level of detail of the published information, which enabled it to see conformity between the compensation paid out and the company performance achieved. Nevertheless, as it had last year, Etica SGR called for social and environmental indicators to be included in the remuneration plans of the Chief Executive Officer and managers with strategic responsibility, and also asked for a report on the existing ratio of the annual remuneration of the most highly paid manager in each country in which the company has its most significant operations to the average annual compensation for all the other employees in that country. These requests were in line with the GRI Guidelines to which Prysmian adheres.
With regard to the stock option plan for employees, Etica did not find a vesting period, claw-back clause or corporate performance objectives. Therefore, although the plan is offered to the majority of employees throughout the Group, Etica SGR decided to abstain from the vote, requesting more extensive disclosure at the next shareholders’ meeting.
Etica SGR positively assessed the improvements implemented by Prysmian in 2015 in the area of corporate social responsibility. The main results achieved include entry to the FTSE4Good global index and a 10-point improvement in the company’s position on the Dow Jones Sustainability Index. Moreover, the Board of Directors assigned to the Remuneration and Appointments Committee the task of supervising issues relating to sustainability, developed, inter alia, by the Sustainability Steering Committee.
The publication of the Sustainability Report before the date of the shareholders’ meeting was welcomed. This enabled Etica SGR to analyse all aspects of Prysmian’s conduct and, consequently, to provide timely observations for the benefit of stakeholders.
With regard to the environment, Etica SGR requested the implementation of plans to strengthen investments in solar and wind in America, China and other countries, positively assessed the increasing focus on the supply of so-called “conflict minerals” and, with regard to the company’s adherence to the CDP‘s initiatives, asked whether there were plans to adopt a comprehensive calculation system with the aim of reducing the carbon footprint of facilities throughout the supply chain. Lastly, this year Etica SGR again requested more in-depth exploration of matters that, although regarded as “non-material” by the company, are of great interest to the investor community, such as the issue of “freedom of association and collective bargaining” and a specific “human rights policy” to be implemented in all the Group’s companies. This was consistent with requests made in previous years.
|Agenda||For||Against||Abstention||Etica SGR Guidelines ref.|
|1. Approval of the financial statements at 31 December 2015; report on operations; Board of Statutory Auditors’ report; Independent Auditor’s report.
||X||1.7 – 1.7.1|
|2. Appropriation of earnings for the year and dividend distribution.
||X||1.7 – 1.7.1|
|3. Appointment of members of the Board of Statutory Auditors for the period 2016-2018.
||1.1 – 1.2 -1.3 – 1.4|
|3.a. List presented by Clubtre S.p.A.||–||–||–|
|3.b. List presented by Assogestioni||X|
|4. Determination of compensation for members of the Board of Statutory Auditors.
|5. Authorisation of the Board of Directors to buy and sell own shares, pursuant to Articles 2357 and 2357-ter of the Italian Civil Code; simultaneous revocation of the shareholders’ meeting resolution of 16 April 2015 relating to authorisation to buy and sell own shares.
|6. Stock option plan for employees: resolutions pursuant to Art. 114-bis of Legislative Decree 58/98.
|7. Consultation on remuneration policy.