“Dear friends, after just under three years, following the decision of the new Government to apply the spoiler system, I am leaving my position as CEO of Ferrovie dello Stato Italiane”. These are the words that the outgoing managing director of Ferrovie dello Stato, Renato Mazzoncini, addressed to his almost former employees after the government's decision to dismiss the entire board of directors of the company.
On 25 July, through a post on Facebook, the Minister of Infrastructure and Transport, Danilo Toninelli, announced that he had signed the zeroing of the board of directors of FS for "ethical" reasons and to “close with the past”. It is no coincidence that sources from the same ministry immediately replied to the manager's letter: "The forfeiture of the board of directors of FS, established in the terms of a state law, derives from the failure to observe a precise ethical clause of the statute in relation to the position of the CEO".
In fact, article 10 of the Ferrovie statute provides that the board of directors in the event of indictment, the group board may (however it should not, there is no obligation) decide the disqualification of the director from office "for just cause , without the right to compensation for damages, unless the board of directors, within the aforementioned term of ten days, proceeds to convene the assembly, to be held within the following sixty days". The board of directors instead decided to keep Mazzoncini in his place despite the indictment for fraud.
However, Mazzoncini doesn't agree and defends what his board has been: "For those like me who have public transport in their blood, it is not difficult to tell the privilege and experience of reaching 47 years at the helm of this extraordinary company in the country and to make it grow like never before. “All of this was possible thanks to a large board, which among other things has strengthened all the governance safeguards to ensure transparency and integrity in corporate management, a large team of committed and well-prepared managers and to the huge family of railway workers, the authentic heritage of the country, whom I sincerely thank for their daily commitment and for the extraordinary welcome they have given me".
"In this three-year period – continues the letter – growing at an annual rate of 18% it has closed the best balance sheets ever with an average profit of 645 million euros, which grew by 60% compared to the previous three-year period. At the same time it brought investments from an average of 4 billion in the previous three years to 6 in 2017 and 8 in 2018 with the arrival of Anas”. FS “is now worth 2% of the country's GDP and employs 81.000 people directly and 240.000 indirectly. And especially between 2014 and 2018 the number of passengers on trains grew by 25%, the real goal of our work”, adds.
"Regarding the forfeiture of the Board of Directors - he continues - it should be noted that the 'non-compliance' of the ethics clause, regarding the position of the managing director, does not refer to any act contra legem by the administrative body which in any case operated according to prerogatives entirely legitimate".
In this context, however, it must be emphasized that the directive to revoke the board of directors of Ferrovie, signed by ministers Toninelli and Tria (The MEF is the sole shareholder of FS with 100% of the capital) has not yet been notified. However, the measure is in the process of being finalised, and to invalidate the board of directors it would refer to an article of the so-called “Frattini law” – article 6 of Law no. 15 – which effectively allows the government to intervene on the top management of subsidiaries if they were appointed in the six months prior to the arrival of the new executive.
