REPORT ON THE PARTICIPATION AT SHAREHOLDER MEETINGS OF COMPANIES IN WHICH THE PORTFOLIOS OF THE MANAGED UCIs ARE INVESTED FIRST SEMESTER 2015

Transcription

1 REPORT ON THE PARTICIPATION AT SHAREHOLDER S OF COMPANIES IN WHICH THE PORTFOLIOS OF THE MANAGED UCIs ARE INVESTED FIRST SEMESTER 2015 First Semester /7

2 The present report highlights the approach adopted by the Management Company during the first semester of 2015, for the exercise of participation and voting rights related to its managed shareholdings, in accordance with the Strategy for the exercise of participation and voting rights attached to the financial instruments held in the managed UCIs. In accordance with the provisions stipulated by art. 35-decies of the Consolidated Law on Finance and art. 34 of the Joint Bank of Italy - CONSOB Regulation of 29 October 2007 as amended, Eurizon Capital SGR (hereinafter the "SGR") has adopted a set of procedures and measures aimed at: monitoring the company's activities pertaining to the financial instruments held in the portfolio of the managed UCIs, when this is required by the characteristics of the financial instruments incorporating the rights to be exercised; determine when and how participation and voting rights may be exercised based on a costbenefit analysis that also take into account the objectives and investment policy of each managed UCI. Within this scope, the SGR carries out ongoing monitoring of issuer companies relevant activities and undertakes also following the adoption of the Italian Stewadship Principles for the exercise of administrative and voting rights in listed companies, defined by Assogestioni to adopt and apply the following strategy for the participation and voting rights attached to the financial instruments held in the managed UCIs, in order to ensure that these rights are exercised to the exclusive benefit of the UCIs investors. On behalf of the managed portfolios, the SGR participates at the shareholders meetings of selected companies primarily with shares listed on Borsa Italiana, taking into account the benefits for the managed portfolios resulting from such participation, as well as the opportunity to influence decisions regarding the shares with voting rights held by the SGR. As for the reasons that drive the decisions to exercise participation and voting rights at Shareholders Meetings, the SGR has identified the following quantitative and qualitative criteria: participation at all shareholders meetings and interaction with the Board of Directors of those companies where the SGR holds a significant share capital, as identified from time to time within the internal procedures; participation at the shareholders meeting that are deemed relevant to the managed products' benefit in order to identify situations of particular interest for the purpose of protecting and supporting the interests of minority shareholders; contribution to the election of members of the boards of statutory auditors or board of directors through the slate voting mechanism, representing minority shareholders; participation at those shareholders meeting approving extraordinary transactions where such participation is needed to support or challenge the proposed transaction, in the interests of the managed portfolios. The SGR is not bound by any shareholder voting or blocking agreements. Regarding the methods for the exercise of participation and voting rights, in reference to specific shareholder meetings, it must be noted that the SGR may delegate this function to specialized third parties, providing explicit instructions for the exercise of such rights. In any case, the SGR does not delegate the exercise of voting rights attached to shares held in the managed portfolios to any Group companies or to their representatives, except in the case of another SGR and ensuring that the voting exercise performed by the delegated subject is in accordance with the interest of the UCITS investors and of its clients. Within the exercise of its rights related to the selection and appointment of candidates to be elected for Board of Directors or Statutory of listed companies, as part of the minority First Semester /7

3 slates representing institutional investors, the SGR shall comply with the principles and criteria defined by the Committee for the Corporate Governance of Assogestioni, which sets forth the requirement for professionalism, honour and independence of the candidates as well as the conditions for non-eligibility and incompatibilities. PARTICIPATION AT SHAREHOLDER S DURING THE FIRST SEMESTER OF 2015 We herewith present the information related to the Shareholders Meetings at which the SGR participated during the first semester of 2015 on behalf of the managed UCIs. The information is split according to the quantitative and qualitative criteria established for the selection of companies for the exercise of participation and voting rights. In this regard, we refer that the SGR had exercised its voting rights inherent to the securities present in the portfolio of the managed UCIs in the sole interest of the beneficiaries, by proxy at the Trevisan & Associates Law Firm or by using the a proxy system platform specialized in electronic voting. 1. PARTICIPATION AT ALL SHAREHOLDERS S AND INTERACTION WITH THE BOARD OF DIRECTORS OF THOSE COMPANIES WHERE THE SGR HOLDS A SIGNIFICANT SHARE CAPITAL, AS IDENTIFIED FROM TIME TO TIME WITHIN THE INTERNAL PROCEDURES With regards to the issuer companies resulting from the quantitative criteria monitoring, during the first semester of 2015 the SGR participated at Shareholder Meetings of 6 (six) companies, relative to its "significant shareholding". Allegion Plc NYSE) Anima Holding Borsa Italiana) Arkema S.A. Euronext Paris) 10/06/2015 PARTICIPATION CRITERIA Application of quantitative criteria TYPE Ordinary 29/04/2015 Ordinary 02/06/2015 Ordinary SUMMARY OF RESOLUTIONS Election Board of Directors Advisory vote for the approval of Board of Directors Compensation Nominate PricewaterhouseCoopers as external auditor and delegate Board of Directors to set-up remuneration Statements Authorization to buy back own shares (vote against) Statements and Statutory reports Statements and Statutory reports Allocation of profits and dividend distribution Dividend distribution Report on Related Party Transactions (vote against) Election/Re-election of certain members to the Board of Directors (vote against in one case) Share buy-back Authorization for mandatory documentation / other formalities First Semester /7

4 Arkema S.A. Euronext Paris) Recordati Borsa Italiana) UPM Kymmene Oyj NASDAQ OMX Helsinki) Veeco Instruments Inc. NASDAQ) 02/06/2015 PARTICIPATION CRITERIA Application of quantitative criteria TYPE 15/04/2015 Ordinary 09/04/2015 Ordinary 13/05/2015 Ordinary SUMMARY OF RESOLUTIONS Authorization to reduce share capital as a result of the buyback Amendments to bylaws: participation at shareholders meetings Authorization for mandatory documentation / other formalities Statements Authorize the purchase and disposal of own shares Election of persons dedicated to the scrutiny of the minutes the supervision of votecounting Verification of meeting legalities Analysis of Shareholders Meeting participation Statements Distribution of profits Discharge of liability of the members of the Board of Directors, the Chairman and CEO Establish number of Board of Directors Elect members to the Board of Directors Nominate external audit firm Authorization to the Board of Directors to evaluate the purchase of own shares Authorization to the Board of Directors to evaluate charities Election of certain members to the Board of Directors Advisory vote for the approval of Board of Directors Compensation Re-confirm KPMG as external auditor 2. PARTICIPATION AT THE SHAREHOLDERS THAT ARE DEEMED RELEVANT TO THE MANAGED PRODUCTS'S BENEFIT IN ORDER TO IDENTIFY SITUATIONS OF PARTICULAR INTEREST FOR THE PURPOSE OF PROTECTING AND SUPPORTING THE INTERESTS OF MINORITY SHAREHOLDERS Upon notification by Assogestioni, the SGR considered its participation at the Shareholders Meetings of 2 (two) issuer companies as relevant for its managed portfolios, in support of the minority shareholder interests. First Semester /7

5 PARTICIPATION CRITERIA TYPE SUMMARY OF RESOLUTIONS Amplifon Astaldi 29/01/ /01/2015 Shareholders Meeting relevant for supporting the interests of minority shareholders Shareholders Meeting relevant for supporting the interests of minority shareholders Ordinary Amendments to the Bylaws, enabling the possibility of majority voting, pursuant to art quinquies of Legislative Decree no. 24 February (vote against) Elect two Board Directors. Related resolutions. (vote against) Amendments to the Bylaws, enabling the possibility of majority voting, pursuant to art quinquies of Legislative Decree no. 24 February (vote against) 3. CONTRIBUTION TO THE ELECTION OF MEMBERS OF THE BOARDS OF OR BOARD OF DIRECTORS THROUGH THE SLATE VOTING MECHANISM, IN REPRESENTATION OF MINORITY SHAREHOLDERS During the first semester of 2015, the SGR participated at Shareholders Meetings of 25 (twenty-five) issuer companies, with the aim of contributing to the election of statutory auditors or board directors through the slate voting mechanism, in representation of minority shareholders. NUMBER OF ELECTED CANDIS PARTICIPATION CRITERIA TYPE INDEPENDENT DIRECTORS EFFECTIVE ALTERNATE Beni Stabili SIIQ 09/04/2015 Piaggio & C. 13/04/2015 Board of Statutory IGD SIIQ 15/04/2015 Board of Statutory Prysmian Group 16/04/2015 Election Board of Directors -- Italcemementi 17/04/ Amplifon 21/04/2015 EI Towers 21/04/2015 Election Board of Directors 1 Astaldi 23/04/2015 First Semester /7

6 NUMBER OF ELECTED CANDIS PARTICIPATION CRITERIA TYPE INDEPENDENT DIRECTORS EFFECTIVE ALTERNATE Banca Generali 23/04/2015 Board of Statutory Gruppo Editoriale L Espresso 23/04/2015 Board of Statutory 1 Mediaset 29/04/2015 Election Board of Directors Ordinary 4 Atlantia 24/04/2015 Ordinary 2 1 ERG 24/04/2015 Election Board of Directors Ordinary 1 Luxottica 24/04/2015 Board of Statutory 1 Safilo Group 27/04/2015 Election Board of Directors Ordinary 1 Saras 28/04/2015 Saipem 30/04/2015 Election Board of Directors Ordinary 3 Sorin 30/04/2015 Election Board of Directors Ordinary 5 Yoox 30/04/2015 Board of Statutory 1 Salini Impregilo 30/04/2015 Election Board of Directors 1 Finmeccanica 11/05/2015 Ordinary 2 1 Unicredit 13/05/2015 Election Board of Directors 1 Autogrill 28/05/2015 Exor 29/05/2015 Board of Statutory 1 Unipol Sai 17/06/ TOTAL First Semester /7

7 For the above 25 companies, together with other Assogestioni-associated SGRs and foreign institutional investors, the SGR presented the lists for the election of administrative and/or supervisory bodies, contributing to the election of 23 (twenty-three) Boards members, 18 (eighteen) effective Statutory and 16 alternate Statutory. The Shareholders Meeting of Prysmian Group is the only case where none of the candidates nominated for the Board of Directors by the slate presented by the Assogestioniassociated SGRs was elected. For the Shareholders Meetings of Telecom Italia, Pirelli & C., RCS Mediagroup and Iren, the SGR contributed to the depositing of the lists as defined by the Comitato dei Gestori of Assogestioni for the election of independent Board members. However, in accordance with the SGR Strategy for the Exercise of Participation and Voting Rights Attached to the Financial Instruments Held in the Managed UCIs, the SGR has not exercised its vote, as a precautionary measure against any conflicts of interest relative to the nomination of members of governing bodies of companies with which the SGR, any of its significant shareholders or Group companies, maintain strategic relationships, or with respect to which other Group companies appoint or designate one or more members of the governing bodies. PARTICIPATION CRITERIA RCS Mediagroup 23/04/2015 Iren 28/04/2015 Pirelli & C. 14/05/2015 Situation of conflict of interest Telecom Italia 20/05/ PARTICIPATION AT SHAREHOLDER S APPROVING EXTRAORDINARY TRANSACTIONS WHERE SUCH PARTICIPATION WAS NEEDED TO SUPPORT OR CHALLENGE THE PROPOSED TRANSACTION, IN THE INTERESTS OF THE MANAGED PORTFOLIOS The SGR deemed 1 (one) Shareholders Meeting that was notified by Assogestioni Comitato dei Gestori as relevant for the interests of its managed portfolios, in support of the approval of an extraordinary operation. PARTICIPATION CRITERIA TYPE SUMMARY OF RESOLUTIONS EI Towers 27/03/2015 operation Paid increase in share capital This document is originally written in Italian language. In case of discrepancy between the original Italian text and the present English translation, the Italian version will prevail. First Semester /7