It will probably be written in the Mediobanca Annales as the most lively meeting of recent years. Next Saturday, October 28th, the members' meeting of the institute founded by Enrico Cuccia will be held which will have to decide on the renewal of the Board of Directors. Since last spring the debate has been heated on its composition, with the main shareholder Delfin threatening to present an alternative list to that of the outgoing board of directors.
“Actions are weighed and not counted”. It is still so?
Cuccia's famous phrase: "Shares are weighed and not counted", as if the prestige and weight of the shareholder agreements mattered in shareholder meetings. But it's still like that. The two sides starting from different positions. On the one hand the management di Mediobanca supported by the consultation agreement (with, among others, Mediolanum, Gavio, Ferrero). On the other Dolphin – which brings together the heirs of Leonardo Del Vecchio led by manager Francesco Milleri – and the Roman builder Francesco Gaetano Caltagirone, who last year took charge of a (failed) project to take control of Generali from Mediobanca.
Dolphin it required profound changes in governance and a guarantee, independent president. Romano Minozzi, an entrepreneur and shareholder with 1%, also made his voice of renewal heard by claiming that "bankers must not close themselves into a caste" and that Delfin can bring an "entrepreneurial vision, a fresh air". The outgoing board of directors is supported by a consultation agreement between some shareholders which brings together approximately 10 percent of the capital. The largest shareholder Delfin has almost 20 percent. If Caltagirone lined up alongside him, it would bring him around 10 percent. Then there is Edizione, the Benetton family's financial company. THE two fronts they collect approximately 30% of votes each.
Delfin's minority list: two for sure on the board of directors
Delfin responded to the outgoing council list with one minority list presented at the beginning of October and composed by five candidates and no longer the seven previously hypothesized: the former chief risk officer of Generali, Sandro Panizza, the former councilor of Generali, Sabrina Pucci, the CEO of Illy Caffé and councilor of Essilux, Cristina Scocchia, the former general secretary of Crt Foundation, Massimo Lapucci, and the president of Covivio Jean-Luc Biamonti. The first two will certainly join the board of directors: in fact, according to the provisions of the Mediobanca statute, Delfin - which owns a 19,8% stake in the investment bank - will be able to appoint two directors if it comes second. If he arrives first, he will be able to appoint all five and in any case also the president of the board of auditors.
Delfin, however, gave no indications for the positions of CEO and President. So in the two seats they should be confirmed for Alberto Nagel and Renato Pagliaro. Delfin had focused on the figure of the president, asking for an alternative and shared candidate. But Nagel was adamant and so at the top of Mediobanca next Saturday the top management who has led the bank for the last fifteen years will be confirmed, including the general director Francesco Saverio Vinci.
The title a Business Square has lost appeal in recent weeks. On 2 October the Mediobanca share was trading at 12,68 euros, last Friday it reached 11,045 euros, the July levels, although today it aims to close at 11,16 euros, up by 1,13%.
The aces up the sleeve of the two sides
Last spring Nagel presented a business plan which was well received by the market, especially for its focus on the wealth management segment, with the birth of Mediobanca Premier next January, and has demonstrated that it knows how to speak the language of international finance. But Delfin's requests also have reason to be welcomed on the financial markets. On the issue of the president's independence, which also emerged in the recommendations of the proxy advisors.
The difference at the start could be made up by the institutional investors and come on Mutual funds of investment which will be decisive. A year ago, approximately 72 percent of eligible voters participated in the vote, but Caltagirone was not part of the assembly. Experts suggest that the more participants exceed 70 percent of eligible voters, the more Nagel and his list will benefit. But Delfin, until the end, will play his game.
The opinions expressed by those who are undecided will also influence them proxy advisors. In the last week four people showed up: all in favor of the council list. This was the case of ISS and Glass Lewis, but also of Pirc and Egan-Jones, the latter very influential among British and American pension funds respectively. Pirc in particular was critical of Delfin.
Last minute twists and turns not excluded
Then there are the last minute moves. Only shareholders who held Mediobanca shares last Thursday 19 October will be able to participate in the meeting. Therefore it is irrelevant to buy shares this week, but the securities can however be loaned and the shares can be presented for voting up until the day of the meeting itself. So we could also see twists and turns.
In recent weeks Post has got its hands on a stake in Mediobanca shares estimated at between 1 and 3 percent, excluding extremes, even if the publicly controlled group has announced that it will not exercise its right to vote at the meeting and that the purchase has been carried out as a normal investment activity.
What are safe names?
With the articles of association and regulations in hand, the outcome of the renewal of the Mediobanca board of directors next Saturday is already 80 percent decided. Twelve councilors they are already sure of their place. They are Alberto Nagel, Renato Pagliaro, Francesco Saverio Vinci, Laura Cioli, Valérie Hortefeux, Laura Penna, Vittorio Pignatti Morano, Angel Vilà Boix and Virginie Banet (these from the outgoing council list), in addition to the two representatives of the Delfin list, Panizza and Pucci – and to the representative of institutional investors Angela Gamba, who in recent months has worked as lead independent director on compiling the Mediobanca board list.
Of the fifteen total, they therefore remain three places to fill. If the majority of votes reward Nagel, Marco Giorgino, Mana Abedi and Maximo Ibarra will sit on the council. If the list presented by Francesco Milleri for Delfin prevails, the three remaining vacancies will be occupied by Massimo Lapucci, Cristina Scocchia and Jean-Luc Biamonti.
The look goes further, up to Generali
Delfin and Caltagirone aim to influence the management of Mediobanca, which today lives on M&A and savings management activities with Che Banca! and consumer credit with Compass. The real goal, however, is the control of Generali of which Mediobanca holds only 13,1%: too little to be able to increase the share capital, under penalty of losing the majority bonus. But in this way the Leone di Trieste is prevented from growing externally, which is necessary to keep up with its competitors Allianz e Axa.
