The decision voted yesterday by the board of directors of Ita Airways to cancel the powers of the executive chairman Alfredo Altavilla, and to transfer them to the managing director Fabio Lazzerini, on the initiative of the six resigning directors from the Mef, is endorsed by the Ministry of Economy, which considers it immediately operational. Therefore, according to the Mef, it is not necessary to wait for the shareholders’ meeting of 8 November, which, following a decision by Altavilla, has the issue of “proxies” on the agenda, in addition to the disbursement of 400 million already authorized by EU Commission and essential for the survival of the company.
With a letter from the Department of the Treasury, the Mef highlighted two aspects, to counter the thesis supported by a legal opinion presented by Altavilla, according to which the vote on proxies is illegitimate since the topic is not included in the agenda of the meeting of the Board of Directors which took place on 12 October, and having been the proxies attributed by the assembly, the Board of Directors cannot remove them.
The Treasury: legitimizes the decision of the Board of Directors
The Treasury, on the other hand, confirms the validity of the decision voted by the board of directors and in a three-page letter reminds that “the management of the company, as required by law, is the sole responsibility of the directors, obviously including the right to assign and revoke the powers of management in consideration of the interests of the company “, he also adds that” the shareholder by law does not exercise any management power, least of all in the shareholders’ meeting, nor does he exercise any management and coordination of the company, and therefore does not confer or can confer any delegation “. secondly, the Treasury refers to the statute in force, to underline that “the shareholders’ meeting competence with regard to the attribution of proxies to the President obviously has an authorizing character, according to a constant and not denied practice of this Department, without prejudice to any determination and consequent responsibility in the head to the administrative body “. The conclusions of the letter read: “given that the board of directors, in execution of the powers attributed to it by law and the Articles of Association, has expressed itself, it is the duty of the directors and management to execute the decisions taken, in the interest of the company “.
The decision of the Ita board of statutory auditors is awaited
For the next steps, the assessment by the board of statutory auditors on the legality of the initiative is expected at this point; the body met this morning and postponed the decision. The subject of the clash are the powers on strategic operations, previously attributed to the president, or on the sale of Ita Airways to the Certares fund which, in a commercial alliance with Delta and Air France-KLM, is negotiating with the Treasury for the purchase of 50% plus a action of Ita Airways. The six members of the Board contest the actions of Altavilla, complaining about the lack of involvement of the corporate bodies.