MILAN – Mediobanca welcomes one of the two proposals to change the governance made by the first shareholder Leonardo Del Vecchio, and corrects the other in favor of market minorities, which will guarantee at least a seat on the board of directors. Delfin, the holding company of the eyewear magnate, expresses “satisfaction”, takes note of the first change, and withdraws the second in order not to divide the market and in compliance with the institutional funds holding half the capital. The assembly on 28 October will vote on the two novelties with a quorum of 66.67% of those present.
Del Vecchio challenges Nagel on Mediobanca governance: “Enough with the managers on the board”
by Sara Bennewitz
The board of directors of the institute yesterday, by unanimous vote, “shared” the first request for modification of the bylaws made a few days ago by Delfin, to eliminate the obligation to appoint “three managers for at least three years in the board of directors” (now 15 ). A practice that has existed since 1982, which limits recruitment policies and also reveals an anti-scaling clause.
Last year Mediobanca had already lifted the requirement of at least three years of internal experience for the CEO; yesterday the board of directors found that the proposal “reflects the guidelines developed after the last meeting in the light of the discussions held with proxy advisors and institutional investors to standardize governance to best practices”, so much so that “the scheduling for the meeting was planned 2022 “.
Now the measure can be brought forward: but equally it will be fully operational only from the next renewal of the board of directors (October 2023). Delfin’s second proposal, to increase the number of positions for minorities on the board of directors to four with the introduction of quotients and a minimum threshold of 5% of the capital to appoint a director, was instead criticized by the Mediobanca board of directors, because “it could not guarantee the representation of investors institutional and appears to contradict the evolution of the ownership structure “, with Delfin who is not a controlling shareholder but now has 19%, and the institutional ones that have grown to 50%.
To “overcome the critical issues” and “obtain the objectives indicated by Delfin of greater representation of minorities”, Mediobanca has formulated an alternative, which assigns 20% of the board members to minorities (“a percentage higher than the average of Italian banks”) , and ensures the presence of a member of the market list, even if this takes fewer votes, provided that it is voted by 2% of the share capital.
Mediobanca had chosen to put the two proposals to the vote on the 28th, starting with that of Delfin: however, in the evening he withdrew his. The guaranteed place in the “market”, an unprecedented practice for Italian listed companies (and also abroad, where the directors vote one by one, not by list), warms institutional investors: Assogestioni he finds it “a solution to guarantee greater market guarantees that introduces a new best practice in Italian governance”.
Among other things, it could mark a precedent in the ongoing battle for the board of Generali, to vote in six months and where the list of managers calls for fewer votes than those of the board of directors and the pact led by Delfin and Caltagirone. On the Trieste front, meanwhile, the CEO Philippe Donnet he is working on the plan to be presented to the market on December 15: and in order to draw up the best possible project he would have asked for the advice of three investment banks.
In the front row in the mandates would be Bofa, of which the president of Generali Gabriele Galateri he is a member of the advisory board, followed by Goldman Sachs and Equita.
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