It's back to being talked about Capital bill. But the notes are not all positive. This time it happens in the audience of the conference “The new G20/OECD principles of corporate governance” organized by Assonymous and OECD on the Italian Stock Exchange in Milan. Above all, the critical issues are highlighted Assogestioni, that sees
the danger of imbalances and interpretative uncertainties in particular on multiple voting and the discipline of the board of directors e Bpm bank.
Already in recent days the provision, currently under discussion in the Senate, has been the subject of discussion following an article by Financial Times who had strongly criticized him. Today it has become the main theme of the conference. which was also attended by the Undersecretary for the Economy, Federico Freni, and the top management of primary listed companies.
Assogestioni on multiple voting and board of directors discipline
"In the context of Capital bill amendments were presented that create "unbalances and interpretative uncertainties" in particular on multiple vote , discipline of the board of directors," he said Carlo Trabattoni, President of Assogestioni. “Such changes are not only in conflict with internationally established best practices, but can create significant distortions in the relationship between market players, generating outcomes opposite to those pursued”. Assogestioni's hope is that the Government will seize the opportunity delegation to the reform of the TUF to reopen a technical discussion table in an institutional context in the area and on that occasion "carry out appropriate impact analysis aimed at presenting understandable and certainly applicable standards to the market". “The intensification of the public debate on how to make the Italian capital market more competitive is certainly positive news” Trabattoni continued. “We cannot but express our strong appreciation towards an initiative such as the Capital Bill, which denotes great continuity with the measures identified within the Finance Roundtable for Growth 2.0, in which Assogestioni participated, and collected in the Green Book".
Tononi: some technical steps need to be revisited
He is also on the same wavelength Massimo Tononi, President of Bpm bank who in his speech reiterates the need for a "revisiting” of some technical steps of the legislation which are "not usual abroad". Then Tononi underlines how "our governance structure is absolutely valid and modern, in line with the best international practices" and therefore "to correct the limits of our capital markets it is good to keep a high focus on governance but that is not the discriminating factor principal".
Regarding the two most controversial points, the increased vote and election rules of the board of directors, "I believe there is a substantial difference between the increased vote, left to the statutory autonomy" and therefore to the "choices made by the shareholders in the extraordinary meeting" and the methods of reforming the election of the board of directors, "a little more original". “I'm quite secular on the topic of individual vote” which is “widely prevalent in international jurisdictions, just as the presentation of the board list by the board is widely prevalent, which seems to me to be a very effective method for appointing a new board of directors”.
Brakes: streamlining the rules
It moves the defenses of the bill Federico Freni, undersecretary al Ministry of Economy and Finance which analyzes the different characteristics of the Italian situation and that of other countries. “A system like the Dutch one where there is total deregulation is not this government's solution. We are not for the elimination of the rules, but for their streamlining" said Fredi. 'The opt-in – he continued – I believe is a choice of legal civilization that we cannot and do not want to give up. There is no winning model of corporate governance, but there are many and the winning one is the one that knows how to adapt to various phenomena.
Responses to criticism from the Financial Times
Freni also responds to the criticisms made in recent days by Financial Times which dismantled the prime minister's thesis according to which the bill gives more powers to shareholders without putting the management of the companies at risk. Giorgia Meloni he had mentioned it in his end of year press conference. Freni says he has read those criticisms, although he does not agree with them: "I also worked on those rules in the drafting phase and I never received these concerns from the operators". But in any case "we are ready to think about it together" he said.
According to the City newspaper, the capital bill, with the amendments approved by the Senate, favors Francis Cajetan Caltagirone and all the prime minister's allies. The provision "seems positive", he says, but in reality it has a "protectionist" approach, potentially "discouraging for international investments". He doesn't mince wordsFt when he claims that “the most obvious beneficiary” of the capital bill, as amended, is Francesco Gaetano Caltagirone, “the octogenarian construction and media baron, and major shareholder of two of the most powerful Italian financial services groups, Generali Assicurazioni and Mediobanca. He and his allies were thwarted in their attempts to impose new boards of directors at both companies. Caltagirone is also a fundamental ally for Meloni: he owns influential newspapers in the regions where the prime minister has the greatest consensus." If the law were to pass as proposed, the newspaper continues, it would represent "a second step backwards for Italian markets in the space of a few months", after the misstep made by the government in August with the "chaotic" announcement on the intention to impose a tax on the banks' extra profits. Then resolved with the possibility of banks not paying the tax by allocating an amount equal to 2,5 times the tax to the reserve.
Grieco: “Good corporate governance alone is not enough”
Expand the scenario Patricia Grieco president of the association for Italian joint-stock companies. “Good corporate governance is a necessary condition but not sufficient compared to the more general objective of creating a capital market capable of supporting the growth and innovation, to offer an adequate return on savings and to stimulate the transition towards a sustainable economy"
