1. Review of 2012 Proxy Season Results
Corporate Governance Advisory
Say on Pay in Italy
Review of 2012 Proxy Season Results
Stefano Marini
Ceo, Georgeson

2. FTSE ITALIA All-Share Say on pay 2012
* 234 companies consistently present in the FTSE Italia All-Share (June 2012)

3. SAY ON PAY VOTE RESULTS
Source: Georgeson

4. SAY ON PAY VOTE ANALYSIS
82,2% of companies passed Say on Pay with over 90 percent shareholder approval
12,6% of companies received support ranging from 70 to 90 percent 
3,9% of companies received support ranging from 50 to 70 percent
1,3% of companies received less than 50% of support

5. SAY ON PAY VOTE RESULTS Minority Shareholders
Source: Georgeson

6. SAY ON PAY VOTE ANALYSIS Minority Shareholders
55,4% of companies received over 90 percent of support by minority shareholders
8,6% of companies received support ranging from 70 to 90 percent by minority shareholders
7,3% of companies received support ranging from 50 to 70 percent by minority shareholders
28,7% of companies received less than 50% of support by minority shareholders

7. SAY ON PAY FAILURES 2 companies have failed Say on Pay: Impregilo
Retelit

8. VOTE RESULTS BY INDUSTRY Support by Minority Shareholders
Source: Georgeson

9. FTSE MIB Say on pay 2012
* data compiled from 19 companies consistently present in the FTSE MIB

10. VOTE RESULTS Minority Shareholders
Source: Georgeson

11. Proxy Advisors voting recommandations
Source: Georgeson

12. Main concerns for Proxy Advisors
Source: Georgeson

13. Preparing for the 2013 Say on Pay
Level of concern
MAIN CONCERNS
Performance metrics STI
Performance metrics LTI
STI deferral
Clawback
Peer Group
Severance payments > 24 months
RELEVANT OPINION LEADERS
POLICY MAKERS
DECISION MAKERS
High
Medium
Low
Trend for 2013
Increase
Decrease
Stable