Ebro Foods SA

Ticker: EBRO
Meeting date: 06/06/2023
Meeting type: Annual
Proposal Mgt rec Vote
Management proposals
1.1 Approve Consolidated and Standalone Financial Statements For For
1.2 Approve Consolidated and Standalone Management Reports For For
1.3 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 Reelect Marc Thomas Murtra Millar 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 Vote rationale: Board decisions that are particularly vulnerable to conflicts of interest should have additional safeguards. Management should not serve on the audit or remuneration committees. The audit committee should have a majority of independent, shareholder-elected members. Global Voting Guidelines Board independence 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
6 Amend Article 28 Re: Board Committees For For
7 Amend Remuneration Policy For For
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 Renew Appointment of Ernst & Young as Auditor For For
10 Authorize Donations to Fundacion Ebro Foods For For
11 Authorize Company to Call EGM with 15 Days' Notice For For
12 Receive Amendments to Board of Directors Regulations None None
13 Authorize Board to Ratify and Execute Approved Resolutions For For

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