There is great attention from political leaders on how to reform the presentation of the lists of the boards of directors of listed companies. The board of directors file, on the tables of the Senate Finance Committee, as part of the Capitals bill, today received a reformulation of the amendment presented by senators Fausto Orsomarso of Fratelli d'Italia and Dario Damiani of Forza Italia. The news is intertwined with the delegation to the government to rewrite the TUF.
If on the one hand the bill will not be able to act on the formation of the Mediobanca board of directors, already at the final stages, on the other hand, it must be considered that the bill should come into force in 2025, the very year in which the board of Generali vhe Delfin group and Francesco Gaetano Caltagirone would like to renew their conditions as majority shareholders (in April 2022 the lists of the board of directors and shareholders of Del Vecchio and Caltagirone clashed).
The details of the new amendment
The reformulation of the text presented confirms that the statute of Italian listed companies may provide that the outgoing board of directors can present its own list. But the new version reduces the majority necessary to decide on the presentation: i. will be sufficient two thirds of the councilors of the outgoing board, while the previous formulation required the approval of four fifths of the directors present.
Then there is the passage regarding the number of components of the list proposed by the outgoing board of directors. In the speakers' version it was equal to doppio of the candidates to be elected, however the new formulation provides that the list contains "a number of candidates equal to the number of members to be elected increased by one third”. This same point confirms, like the previous version, that this list must be presented "by the fortieth day before the date of the meeting called to decide on the appointment of the members of the board of directors".
As for the elected, when the list of the outgoing board is the one that obtains the greatest number of votes in the meeting, each individual candidate on the list must be voted on by the meeting and those who obtain the greatest number of votes are thus appointed. In the event of a tie, things change compared to the previous version: previously a run-off was foreseen, now it is established that in the event of a tie between candidates the procedure will be "based on the progressive order in which they are listed in the list".
51% limit eliminated
Finally, the thorny part of the amendment: the one which provided for the assignment to the board of directors' list of a number of directors not exceeding 51%.
The threshold disappears in the new version, which only says that "in the event that the list of the outgoing board of directors is the one that received the highest number of votes at the meeting, the members of the new board of directors belonging to the minorities are taken from the other lists according to the following methods". These methods take on particular importance in the circumstance in which the other lists obtain more than 20% of the votes. In the first version they were assigned 49% of the positions on the board of directors. In the new one, however, "if the total votes collected at the meeting by the other lists, in a number not exceeding two in order of consensus received, is greater than 20% of the total votes expressed, the members of the new board of directors responsible for the minorities are assigned proportionally to the votes obtained by the minority lists that obtained a percentage of votes of no less than 3 percent. The votes of the lists that have obtained a percentage of votes lower than 3% are assigned proportionally to the votes obtained by the minority lists that have exceeded said threshold". In essence, if a minority list obtains, for example, 28% of the votes, the seats on the board will be allocated proportionally.
