IBERDROLA CAN DO BETTER

In Spain as in many countries disclosure is often preferred to accountability. Iberdrola, the powerful and dynamic energy group, pretends to be a show-case example of centralized governance, with superior disclosure yes, but also a 10% vote limitations and a refusal to vote on what look like a very generous remuneration policy. Besides, under British influence, Directors shall formally resign position in case of... loss of " the commercial and professional respect required" or if "seriously reprimanded by a two thirds majority of the Directors at the proposal of the Audit and Compliance Committee"...

The company has happily fixed an overall limit to the compensation of Directors each year , including the funding of pensions, of two (2%) percent -actually 1% in 2009 - of the consolidated Group’s profit after allocations subject to coverage of mandatory reserves and a dividend declared of not less than 4% percent of the nominal capital. It sounds good but 1% of a very by amount will be a very big amount, and 4% of an old stable nominal capital will be quite modest 10% of the current dividend.

The company pays well its Board , but the members can be dismissed in case of disagreement with the Board, read the Chairman : they will keep in any case 90% of their special director remuneration until the end of their five years mandate, but they are all entitled to receive a termination indemnification of five (5) times annual salary, including the case of non-reelection as Director by the shareholders at a General Shareholders’ Meeting. The Directors special remunerations are generous, for the Chairman of the Board, (€ 567 000), its vice-chairman and committees chairmen (€ 440 000 each), members of committees (€ 253 000 each) and administrators ordinary directors (€ 165 000 each), plus an attendance fee per meeting of € 4000 for chairmen and € 2000 : all in, some € 6 million for non-executive directors including a risk liability premium of € 364 000 and external services for the Board of € 778 000. The lucky chairman is also CEO : he will therefore add to its € 695 000 pay for supervision in 2009 the remuneration of the tasks he oversees by himself… His executive package includes first a fixed part “in line with that paid in the market by similarly-sized companies and must be commensurate with the Company’s leadership position.” which must not normally represent more than fifty (50%) percent of the aggregate total maximum theoretical compensation payable.” i.e : 2,250 000 euros ! And then a “very significant annual variable component tied to the achievement of specific, quantifiable objectives in line with the interests of the Company (such as economic/financial and operational objectives), without prejudice to the possibility of contemplating other objectives provided for in the Corporate Social Responsibility Policy, specifically, in the environmental and social area. “ in two words and despite a difficult year for shareholders and their EPS, another 2 250 000 thousand euros for 2009 ! All in, thanks to a disclosed supplementary pension contribution of € 332,000, and € 58 000 of compensation in kind and otherwise, during 2009 Mr. Galàn received 5.5 M€ in secured or cash items.

In addition our chairman & CEO received during fiscal year 2009 613,836 free shares of Iberdrola Renovables, S.A., a 80% subsidiary, with the right to the delivery of 613,837 additional shares during fiscal year 2010 and finally 1,500,000 stock options of Iberdrola by virtue of the 2008-2010 Strategic Bonos ! In view of teh ambitious peformance condiditions the value of tehse two grants aree stimated to € 2.8 M for 2009

This will bring in any the final total tag for Mr José Ignacio Sánchez Galán to 8 million euros in 2009. We can only congratulate !


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