The invitations for Iberdrola’s 2014 General Shareholders’ Meeting have already been sent out. It is scheduled to take place on Friday 28 March 2014.
As soon as one General Meeting is over, Iberdrola immediately starts to prepare for the next one. In the six months before this event, all of the corporate divisions involved in the project work in close collaboration. This is because apart from the legal and financial contents, the General Meeting is a huge challenge in terms of technology, infrastructure, security, and of course, communication and the company’s image.
The team in charge of these activities is also supported by external advisers and suppliers of great importance to the General Meeting, such as the Euskalduna Conference Centre in Bilbao, the traditional venue for the event, which was attended by over 1,500 people last year.
As well as the shareholders that are personally in attendance, there is also a very high participation rate from shareholders that delegate their representation at the General Meeting. In total, some 5,093 million shares (or 81.09% of the share capital) were in attendance at the General Meeting in 2013. 65.24% of those shares were represented by the cards that are used by the majority of the shareholders to take part in the Meeting each year. To be more specific, over 235,000 cards were processed and registered last year, using the most advanced and the safest IT systems available.
These activities are also subject to strict budget control. To this end, we have a centralised budget that must be adhered to for each General Meeting. We are also subject to external verification because for the last six years, Iberdrola has entrusted the firm Deloitte Advisory, S.L. to assess the Company´s procedure compliance at the General Shareholders´ Meeting. It ensures that the quorum for attendance is properly formed, scrutinises the cards and decides on the results of the voting, as well as other procedures described in the company’s Corporate Governance System related to the General Meeting.
All of these activities require meticulous planning and ongoing coordination. At Iberdrola, we manage our General Meeting as if it were a different enterprise in its own right.
Call for 2014 General Meeting and new Shareholder´s Guide
The advertisement to convene the next General Shareholders’ Meeting was published on 21 February last. This was earlier than the minimum one month timeframe defined in the legislation to ensure that all our shareholders, including those that are resident in Spain and abroad, may receive the information they need to take part in the meeting sufficiently in advance. According to the Annual Report on Corporate Governance for 2013, 47% of the share capital belongs to foreign entities and that is why we publish all the information on the General Meeting in both Spanish and English.
In the last seven years, attendance levels at our General Meeting have always been higher than 77% of the share capital. This is a very high percentage if we consider the highly atomised ownership structure of this Company (where the owners of significant interests together account for not more than 33% of the share capital). It is expected to improve again this year due to the payment of an attendance premium worth €0.005 for every share that is present and represented at the General Meeting.
In order to enable and promote this participation, every year we draw up a Guide for Shareholders to give the Company’s shareholders all the details they need to exercise their rights at the General Meeting. On this occasion, we published the Shareholder’s Guide in a browsable question-answer format enabling shareholders to quickly and intuitively find all the information they need to ask questions or request clarification regarding the issues on the agenda, the documentation they need to bring with them to the General Meeting, and how to delegate their representation or vote remotely, as well as other matters.
As regards the content of the next General Meeting: after the individual and consolidated annual accounts and the management reports for 2013 are submitted for approval, the shareholders will be asked to approve the management and work of the Board of Directors during the year and to re-elect the accounts auditor for the Company and its group for 2014.
The General Meeting will also be asked to approve the proposal on how to apply the profit corresponding to FY2013, which includes the distribution of a gross cash dividend of €0.03 per share and setting up the Iberdrola Flexible Dividend scheme. To this end, the items on the agenda include the approval of two share capital increases: the first for a maximum market reference value of €782 million – corresponding to the month of July 2014 – and the second for the amount of up to €897 million – corresponding to the month of January 2015 – for the allocation of new shares to shareholders free of charge. The aforementioned cash dividend, along with the implementation of the Iberdrola Flexible Dividend scheme from last January (equivalent to €0.126 per share) and the one that is scheduled for next July, will raise the total shareholder return from 2013 earnings to around €0.27 per share.
The Board of Directors will also propose the approval of a reduction in the share capital of approximately 2.09%. This will be achieved by the redemption of some 91.3 million of Iberdrola’s treasury shares, representing 1.43% of the capital, and the purchase of a maximum of 42.2 million shares from the company, representing 0.66% of the capital, via a buy-back scheme for redemption. All of Iberdrola’s shareholders will benefit if this proposal is approved, because it will contribute towards maintaining the earnings per share (EPS).
The General Meeting will also be asked to approve the renewal of the permit to acquire treasury shares for a new five-year period and to ratify the appointment by co-option of Georgina Kessel as an independent external consultant. In a new development, the Company has published an explanatory report on this proposal, in keeping with the most advanced trends in this field worldwide and anticipating the requirements of the Draft Bill for Enhancing Corporate Governance in Companies.
There will also be a proposal to amend article 34.5 of the Articles of Association to introduce technical improvements in the wording and article 44.3 to set a maximum duration of four years for the office of Chairman of the Audit and Risk Supervision Committee.
The General Meeting will also be asked to implement a strategic bonus for executive directors, senior managers and other directors, linked to the Company’s performance in the 2014-2016 period and payable in the form of Iberdrola shares in the next three years. Finally, there will be an advisory vote on the Annual Director Remuneration Report for 2013.
Interaction with shareholders as one of Iberdrola’s goals
The most recent reform of the Corporate Governance System approved by the Iberdrola Board of Directors expresses the commitment to take the necessary measures to ensure that shareholders may share their suggestions and ideas with us and undertaking the challenge of taking our relationship with our shareholders to a higher level that not only promotes ongoing information and participation, but their active participation.
The corporate website (www.iberdrola.com) allows any stakeholder to read and download the call for the meeting, the proposals for approval and the annual reports pertaining to FY2013, as well as avail of the contact channels provided to shareholders and investors, the holders of ADRs and CDIs and to corporate governance analysts (proxy-advisors). Those wishing to delegate their representation or vote over the Internet may do so via the following link:
This year too, the General Meeting will be broadcast over the Internet, with updates being published on the social networks used by the Company.
As well as via these channels, we also have a pioneering interactive system called OLS (On Line Shareholders) and a new app for mobile devices called New Investor Relations to promote the sharing of information with shareholders on an ongoing and permanent basis and not only coinciding with the General Shareholders’ Meeting.
