Ebro Foods SA
Ticker: EBRO
Meeting date: 29/06/2022
Meeting type: Annual
| Proposal | Mgt rec | Vote | |
|---|---|---|---|
| Management proposals | |||
| 1.1 | Proposal Approve Consolidated and Standalone Financial Statements | Mgt rec For | Vote For |
| 1.2 | Proposal Approve Non-Financial Information Statement | Mgt rec For | Vote For |
| 2 | Proposal Approve Discharge of Board | Mgt rec For | Vote For |
| 3 | Proposal Approve Allocation of Income and Dividends | Mgt rec For | Vote For |
| 4 | Proposal Approve Remuneration of Directors | Mgt rec For | Vote For |
| 5.1 | Proposal Amend Article 7 Re: Right of Attendance and Representation | Mgt rec For | Vote For |
| 5.2 | Proposal Amend Article 13 bis Re: Voting and Proxies by Remote Means Prior to the Meeting | Mgt rec For | Vote For |
| 5.3 | Proposal Amend Article 14 Re: Voting and Adoption of Resolutions | Mgt rec For | Vote For |
| 6.1 | Proposal Ratify Appointment of and Elect Marc Thomas Murtra Millar as Director | Mgt rec For | Vote For |
| 6.2 | Proposal 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 | Mgt rec For | Vote Against |
| 6.3 | Proposal 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 | Mgt rec For | Vote Against |
| 6.4 | Proposal 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 | Mgt rec For | Vote Against |
| 7 | Proposal 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 | Mgt rec For | Vote Against |
| 8 | Proposal 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 | Mgt rec For | Vote Against |
| 9 | Proposal Authorize Donations to Fundacion Ebro Foods | Mgt rec For | Vote For |
| 10 | Proposal Authorize Company to Call EGM with 15 Days' Notice | Mgt rec For | Vote For |
| 11 | Proposal Receive Amendments to Board of Directors Regulations | Mgt rec None | Vote None |
| 12 | Proposal Authorize Board to Ratify and Execute Approved Resolutions | Mgt rec For | Vote For |
Disclaimer
This page contains certain information as to the voting intentions of Norges Bank in its role as manager of the Government Pension Fund Global. This disclosure is provided to promote transparency as to Norges Bank’s engagement with investee companies, and in view of its approach to responsible investing. Norges Bank’s voting intention is an internal decision and has not been agreed with any third party. Please note the following:
- This disclosure is provided for information purposes only. It does not constitute advice and should not be taken as a recommendation or an instruction on any matter, including whether any relevant third party should buy, sell or retain shares, or how any third party should exercise any voting rights they may have. Any person who wishes to obtain advice should seek this from a professional adviser. This disclosure is not a proxy solicitation and is not intended to influence the vote of other shareholders.
- No reliance should be placed on this information or its accuracy, and Norges Bank accepts no responsibility or liability for any action taken or not taken on the basis of this information. Any relevant third party should form their own views based on their own analysis of the relevant facts and circumstances.
- To be clear, Norges Bank has no duty of care in respect of any third party who decides to view this disclosure, which shall be done entirely at their own risk.
- Any information in this disclosure is subject to change without notice. In particular, be aware that Norges Bank’s intentions and the holdings of the Government Pension Fund Global may change over time and, to the extent permitted by applicable law, Norges Bank disclaims any responsibility to update this information as a result of such changes or for any other reason.
- Securities lending or other activity may mean that the votes cast by Norges Bank are significantly different than its economic or published holding of shares, or significantly different from its holding at the date of this disclosure. No assumption should be made or reliance placed on the number of votes that will be cast.
- Norges Bank is not subject to any prohibition on securities lending, trading or other activity as a result of this disclosure at any point prior to or after the publication of this disclosure.