Alberto Nagel collect the ok of all proxy advisor on the statutory amendment relating to governance from Mediobanca. In view of the Piazzetta Cuccia shareholders’ meeting on October 28th ISS, Frontis and Glass Lewis have published theirs voting recommendations for institutional investors, owners of 45% of the company’s capital. All the Proxy they recommend supporting, by voting in favor, both the remuneration policies and the proposal of the Mediobanca Board of Directors relating to the modifications of governance.
The latter provides the elimination of the statutory constraint which provides for the presence of three group executives on the board And the increase in representation for minorities (up to a maximum of 3 directors) with a place reserved for representatives of institutional investors. A novelty, that of the place reserved for institutional investors, which is introduced for the first time in a listed company and on which Assogestioni expressed a Republic positive opinion defining it as “a solution with a greater guarantee on the market, introducing a new one best practice in Italian governance “.
The proposal of the Board of Directors on governance had been made public on Friday after the Delfin from Leonardo Del Vecchio, now a Mediobanca shareholder with 18.9%, previously had requested an addition to the meeting agenda surprisingly presenting a proposal to amend the governance which aimed to increase the number of seats on the board reserved for minority lists to four, with a 5% barrier for the second minority list.
A proposal that the Board of merchant bank, which met last Friday to evaluate the request for integration, he considered not suitable for the “representation of institutional investors” and “in contradiction with the evolution of the ownership structure, the market’s ability to monitor the performance of the bank “and” al Delfin’s declared objective to further diversify the composition of the board increasing the share pertaining to minorities and the number of lists represented “.
Hence the alternative proposal drawn up by the council which within a few hours remained the only proposal on the table since on Friday evening Delfin decided to back down by withdrawing the proposal made. As for the remuneration policies, all to be approved according to i proxy advisor, it is found that the fixed remuneration of the presidency is higher than that of the market average and yet, Frontis points out, “it has not changed in the last ten years at least and it is not possible to reduce the fixed remuneration of an employee without decreasing his responsibilities”.