The proxy ISSthe world’s largest vote advisor, sets his position at the next shareholders meeting of Telefónica. The ‘Proxy Advisor’ owned by the German giant Deutsche Börse He has already issued his vote recommendation report for the next conclave of the operator, planned for April 10and is inclined to vote against the appointment of Marc Murtra as president replacing José María Álvarez-Pallete. This decision of ISS has already been replicated in 2021, when it also opposed the Board of Shareholders of Telefónica of that year to the renewal of the then Executive President for the same reason, that is, by the coincidence in the same person of the figures of the Chairman (President) and CEO (CEO). That is, proxy objection does not refer to the president’s personal or professional profile, but to its functions and competences within the company. Faced with the partial rejection of ISS contrasts The full support of Glass Lewis, proxy that supports all the proposals of the Board Day.
In his report, ISS justifies his ‘no’ A Murtra (vote 4.1) because He acts as president of the Council and CEO “de facto” And because the company “has not promised to separate these functions.” On the rest of the counselors who are submitted to approval or re -election (Emilio Gayo, Carlos Ocaña, M. Alwetaid and Ana María Sala), The voting advisor recommends vote in favor. In its report, the Proxy does not repair other internal counterweight measures, such as the percentage of independent directors in the Council or the existence of several non -executive vice presidents.
The ‘Proxy Advisor’ is no stranger to noise around the changes of executives in Telefónica and states that “the lack of transparency about the unexpected leadership changes in the company raises additional concerns.” The process, he adds, “contributes to enlivening the debate on government interference in the governance configuration of some Spanish quoted companies”.
In another order of things, the ‘proxy advisor’ also opposes the remuneration of the Board of Directors for the “Excessive compensation for dismissal” in favor of the former executive president, José María Álvarez-Palletewhich said goodbye to the company last January. In this case, the Proxy does not allude to its report on compliance with the contracts approved by the Board, documents specified by the remuneration of executives in case of contractual extinction.
However, ISS recommends voting in favor of most points of the agenda (11 votes against four). It also highlights the approval that shareholders approve for the expected distribution of dividend in cash for 2025 of 0.30 euros per titlepayable in two sections of 15 cents on June 19 and December 18.
ISS also recommends voting ‘yes’ to consolidated and independent financial statements, as well as the declaration of non -financial information. In the same way, it supports the management of the Council because there is no evidence that both this organ and the management have not fulfilled their obligations.
On the other hand, the proxy itself is contrary to the faculty of the company Board to expand capital up to 50% through emissions of shares or derivatives or convertibles, excluding preventive rights up to 20%, despite the fact that the CNMV good governance rules admit the percentage proposed to the Board of the Board by Telefónica, contemplated in the criteria of good governance of the supervisor of the markets.
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