The countdown has started forShareholders' Meeting call to name the new Board of Enel, when three lists will compete for the nine seats on the council at the renewal. The meeting, scheduled for May 10, could turn out to be fiery after criticism of government moves on Enel's appointments, received coldly by the markets. At the top is the Covalis fund which presented an alternative majority list to that of the Treasury, which holds 23,6% of the capital of the energy multinational. All legitimate given that it is enough to own 0,5% of the company to be able to express a list. But the controversy over foreign funds has created quite a stir.
In the round of nominations take the field i proxy advisors, the consultants to whom the funds rely to decide what and who to vote in the meeting. The largest of these proxies, ISS, has come out in favor of the Assogestioni list and Presidency Paolo Scaroni, the Treasury candidate. The game is certainly thorny: the British hedge fund has been very critical of the shortlist of names indicated by the Government and hopes to square off with the votes of other funds and institutional investors to appoint other directors, including Marco Mazzuchelli, a longtime banker, who would be nominated as president.
“We spoke to the ISS and after a short time they published the document with the 36-page voting instructions: quick as an analysis. I'd say they haven't dwelt enough on the really important issues like ESG and above all governance. A culture change would be needed." She said so in an interview with The Corriere della Sera Mazzucchelli adding that “the choice to present the list is a good example of corporate democracy. It is one of the rights of those shareholders who have the development of the companies in which they invest at heart. Whatever happens, we will have opened a road”.
Enel board renewal, Mazzucchelli: "We need a cultural change"
Enel "is an energy champion", but it has "unexpressed potential" and "could be worth twice as much", continued the banker. The decision to present a third list (in addition to that of the MEF and the classic one of Assogestioni) is "a question of governance and not of government", explained Mazzucchelli. “We are the spokesperson for an uneasiness, because the international investors who own 60% of the capital have never really been listened to, Italian funds only have about 4% – he said -. A company for which the market is a necessary interlocutor. If we look at the MEF list, it is made up of six Italians, perhaps not very representative of the degree of internationalization achieved in recent years".
Covalis' design is “to adopt one ongoing strategy, but with a fine tuning to recover the discount at which Enel deals with respect to Iberdrola. Perhaps in recent years he has wanted to do too many things: he is in Latin America, in Eastern Europe. It should focus especially where it has vertical integration, such as Italy and Spain, geographically strategic countries for the energy transition and also recipients of the RepowerEU programme. We believe that many things can be done along the road to sustainability, already taken by the group, in the interest of the market and of the country”.
But why did the Covalis list not indicate a CEO candidate? Mazzucchelli explained why: “it is a prerogative of the new board which should make an internal and external selection. Once in office, he would carry out a screening and within a few months there would be a shared CEO".
From the ISS proxy, go-ahead to Scaroni as president
Il proxy advisor Iss Governance promotes both the candidate for president Paolo Scaroni and the CEO designated by the MEF, Flavio Cattaneo, defined as two "significant candidates with substantial and relevant experience in top management roles, in the sector and on the boards of listed companies". For the other four Treasury candidates, however, the "lack of relevant skills and experience" is reported in the light of the fact that Enel "is a company with a 60 billion capitalization" on the Stock Exchange.
As regards the two minority lists, the proxy advisor points out that Covalis', despite being led by a prominent candidate such as Mazzucchelli - whose skills "would be useful for addressing some of the company's key issues such as debt and divestments" - and presenting international figures, it does not have the same profile for key positions and does not indicate a candidate for the position of managing director. Assogestioni candidates, on the other hand, are judged as "capable of ensuring adequate supervision as well as having been selected through rigorous procedures".
In addition to Iss, responses are also awaited from Glass Lewis e frontispiece.
