Ebro Foods SA

Ticker: EBRO
Meeting date: 29/06/2022
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1.1 Approve Consolidated and Standalone Financial Statements For For
1.2 Approve Non-Financial Information Statement For For
2 Approve Discharge of Board For For
3 Approve Allocation of Income and Dividends For For
4 Approve Remuneration of Directors For For
5.1 Amend Article 7 Re: Right of Attendance and Representation For For
5.2 Amend Article 13 bis Re: Voting and Proxies by Remote Means Prior to the Meeting For For
5.3 Amend Article 14 Re: Voting and Adoption of Resolutions For For
6.1 Ratify Appointment of and Elect Marc Thomas Murtra Millar as Director For For
6.2 Ratify Appointment of and Elect Jordi Xucla Costa as Director Vote rationale: The board should guide company strategy and monitor management performance without conflicts of interest. A majority of shareholder-elected board members in a non-controlled company should be independent of management, dominant shareholders, and related third parties. In a majority-controlled company, at least a third of board members should be independent. Global Voting Guidelines Board independence For Against
6.3 Reelect Antonio Hernandez Callejas as Director Vote rationale: The board should exercise objective judgement on corporate affairs and be able to make decisions independently of management. The roles of chairperson and CEO should not be held by the same individual. Where a company founder combines both roles, we may support this for a limited period, provided the board has put in place measures to mitigate any conflicts of interest. Global Voting Guidelines Separation of chairperson and CEO For Against
6.4 Reelect Fernando Castello Clemente as Director Vote rationale: Shareholders should have the right to seek changes to the board when it does not act in their best interest. We will consider whether the board has failed to act on material requests from shareholders, sought to circumvent shareholder proposals or implemented governance changes limiting shareholders’ rights without their approval. When voting on a proposal to discharge the board of responsibilities, we will consider whether any information raises reasonable doubt about the board’s actions. We will also take into considerations unsatisfactory financial and strategic performance, mismanaged risk-taking, unacceptable treatment of stakeholders or undesired environmental or social outcomes from company operations. Global Voting Guidelines CEO remuneration For Against
7 Amend Remuneration Policy for FY 2022, 2023 and 2024 Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration For Against
8 Advisory Vote on Remuneration Report Vote rationale: The board is responsible for attracting the right CEO and setting appropriate remuneration. A substantial proportion of annual remuneration should be provided as shares that are locked in for five to ten years, regardless of resignation or retirement. The board should provide transparency on total remuneration to avoid unacceptable outcomes. The board should ensure that all benefits have a clear business rationale. Pensionable income should constitute a minor part of total remuneration. Global Voting Guidelines CEO remuneration For Against
9 Authorize Donations to Fundacion Ebro Foods For For
10 Authorize Company to Call EGM with 15 Days' Notice For For
11 Receive Amendments to Board of Directors Regulations None None
12 Authorize Board to Ratify and Execute Approved Resolutions For For

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