With the aim of strengthening good corporate governance and enhancing investor engagement, Telefónica has approved and submitted to the National Securities Market Commission (CNMV) a new policy aimed at incentivising shareholder participation in its General Meetings.
The initiative includes two main economic mechanisms. On one hand, the granting of cash attendance bonuses for each share to holders who participate in person or electronically, as well as through delegation or remote voting. On the other hand, the company considers the establishment of conditional dividends, a formula that makes the receipt of an additional remuneration subject to achieving a minimum threshold of representation of the share capital at the assembly.
Discretion and guarantees of neutrality
The regulations specify that it will be the Board of Directors itself that determines, at each meeting call, whether to apply any of these incentives, defining the modality, amounts, and specific conditions of the proposal. In the event of opting for the conditional dividend, this will also require the express approval of the General Meeting itself.
In order to ensure equitable and inclusive access to these remunerations, Telefónica establishes that shareholders who do not meet the minimum individual requirement of titles to attend the assembly directly may also benefit from the incentive by grouping with other holders or using delegation of representation and remote voting. Additionally, it is set as a formal requirement that the shares must be duly registered in the name of the holders at least five days before the meeting takes place.
The document submitted to the regulator emphasises strict safeguards of neutrality and independence: the receipt of these bonuses cannot depend under any circumstances on the voting direction of the shareholders, nor can it be linked to delegation in favour of the Board or specific individuals. Furthermore, the company clarifies that these incentives will not be used to influence specific agreements, alter or hinder public takeover bids (OPAs), or obstruct initiatives promoted by shareholders or other third parties.
With this policy, the operator seeks to promote the active involvement of retail and institutional investors, aligning its assembly procedures with the most demanding governance standards.