In view of Enel's assembly, a new proxy advisor steps forward to reject the list of the Ministry of Economy and Finance relating to the renewal of top management. After the Covalis foreign fund, today is the turn of the proxy advisor Glass Lewis which advises Enel shareholders, in view of the meeting scheduled for May 10, to vote for the list presented by Assogestioni representing 1,86% of the capital.
In addition, Glass Lewis, in a note this morning, recommends carrying out a separate vote for the presidency from the board list and voting for Marco Mazzucchelli of the Covalis list as president e not Paolo Scaroni because it could “better safeguard the independent supervision at board level and serve as the best counterweight to the presence of the CEO“, says the note.
Glass Lewiss is also concerned about the opacity of the MEF's decision-making process
As for the board, Glass Lewis considers that some of Covalis' arguments regarding opacity of the list formation process by the Mef are founded, but that the list filed by Assogestioni is the best qualified to represent the interests of the market.
“In our view, some of the concerns raised by Covalis about the opacity of the decision-making process appear well founded. However, this seems to be an intrinsic feature of the Italian list system when nominations are made by shareholders. Companies will conduct board reviews, identify desired skill mix and provide guidance on optimal board composition. However, in the end it will be up to shareholder advocates to identify the candidates” reads the Glass Lewis report according to which “investors, both domestic and international, would certainly appreciate greater publicity on the process that leads proposers to identify the final candidates, online with international best practices”.
The Mef choice to insert 2 non-independent candidates is not shared
However, the fund underlines how "in this regard, the presentation of lists by the outgoing boards of directors has emerged as an emerging best practice, with greater attention paid to information on the process followed by the boards to identify the most suitable successors" and points out "that the process for identifying candidates by the Ministry of Economy and Finance is dictated by law (Directive of 31 January 2023), and provides for the use of external consultants". However in this case “we are questioning the MEF's choice to insert two candidates not deemed independent, in addition to the proposed CEO. This choice appears to be in contrast with the previous course in the company. At the election held at the 2020 assembly, the MEF had presented a list of candidates in which all candidates were independent, except the CEO.
