The ghost of Ralph Whitworth looms over the Corporate America assembly campaign. Mr. Whithworth, as head of Relational Investor, had a mandate from one of his most important clients, the California public employee fund Calpers, to clean up the "zombie directors", i.e. those board members of listed companies who they did not receive the majority in the meeting. To understand the extent of the problem, suffice it to say that Relational Investor has targeted 52 "zombies" for the current shareholders' meeting campaign. But last year, in 41 cases, the board reconfirmed the disavowed administrators. All on the basis of a law from Delaware, the state that hosts the largest number of listed companies (and we understand why…), recently reaffirmed the legitimacy of the law which allows the board to disregard the negative vote of the meeting on an administrator liked by the majority who, among other things, is perpetuated thanks to the system of multiple votes…
In short, even in matters of corporate governance, the grass on the other side is not always the greenest. Yet the American assembly campaign has already given two twists. The confrontation between the shareholder activist David Einhorn and Tim Cook at the Apple meeting on the distribution of the enormous cash of the Cupertino company (on that occasion Calpers sided with the top management) and the resignation of Ray Lane from the chair of CEO of Hewlett Packard after the violent protests regarding a takeover decided by the managers. No less hot is the European assembly season. This time, managers' salaries are in the sights. The first to fall under the barrage of managers was Danel Vasella, number one of Novartis, liquidated by the pharma giant with 72 million Swiss francs. In these days the dispute against bankers, from Crédit Suisse to Julius Baer, is topical.
It is unlikely that the season of Italian assemblies offers equally spectacular moments of debate. At Tod's Diego Della Valle, the "Pierino" who stirs up the waters on the Corporate Italy boards limited himself to a joke addressed to the Tod's shareholders gathered in Sant'Elpidio a Mare: "Don't worry, as long as my brother lives you will have the dividend. It also serves him…”. Contrary to tradition, there was no polemical confrontation between shareholders and board at the Telecom Italia assembly (perhaps because Beppe Grillo is by now busy with other matters). The real game, for now, concerns the board of directors who on May 8 will have to rule on the H3G offer promoted by Franco Bernabé. No twist even at the Fiat assembly. The next twists and turns at the Lingotto concern the assembly which will celebrate the marriage between Fiat Industrial and CNH. Or, more rumbling, the meeting of Exor members convened on the test track of maxi industrial vehicles.
In any case, there is great anticipation for the bank meetings. After the shareholders' meetings of Banco Popolare, Bper and Banco Popolare, the spotlights are concentrated on the system bank: Intesa San Paolo. On Monday 22 April, the ordinary shareholders' meeting of the group will be called upon to appoint the members of the supervisory board for the years 2013 to 2015. A reconfirmation of the presidency of Giovanni Bazoli, supported by the Compagnia di San Paolo and the Cariplo Foundation, shareholders of weight of the bank of Ca' de Sass. The supervisory board is then responsible for appointing the members of the management board, the most operational branch in a dual governance system. The changing of the guard between Andrea Beltratti and Gian Maria Gros-Pietro as president of the management board is now obvious. “He's an excellent person” said Beltratti about Gros-Pietro.
Two of the most "agitated" matches. The shareholders of Banca Popolare di Milano will face each other on 27 April, on the eve of the transformation from cooperative to joint stock company. On that occasion it will not only be a question of approving the outcome of the cleanup operation (429 million of "red") and the capital increase of 500 million to repay the Tremonti bonds. But, in particular, weapons will be sharpened in view of the meeting on 22 June which will have to express itself on the transformation of Banca Popolare di Milano into a joint-stock company, opposed by several trade unions. On that occasion, announced the chairman of the management board Andrea Bonomi, electronic voting will be introduced and voting will be traceable.
Even hotter, for obvious reasons, is the assembly of Monte Paschi on April 29th. On that occasion, in fact, the shareholders will have to approve the liability action against the former president Giuseppe Mussari and the former general manager Antonio Vigni a social responsibility action, and against the investment bank Nomura. The Foundation will also vote in favour. Who knows what Beppe Grillo will say, who has already announced his presence in Siena.
Crucial days also for the insurance system, at the first check after the 2012 earthquakes. In Trieste, everything is ready for the premiere of Mario Greco who introduces himself to the shareholders after eight months at the top of Generali. It could be an opportunity to get fresh news on the forthcoming sales of the Lion, after the sale of 12% of Banca Generali. So far both the BSI operation, a bank specializing in wealth management, and the exit from Generali USA Life Reinsurance have proved more difficult than expected. On the internal shareholders front, with the forthcoming renewal of the board of directors (which will drop from 17 to 11 members) Greco will not lack the unconditional support above all from the three private individuals who have strongly sponsored him (Del Vecchio, Caltagirone and De Agostini). . In fact, even the relationship with the CEO of Mediobanca (the main shareholder of Generali), Alberto Nagel, is not problematic. Since he's been in the saddle, Greco has clearly said that the era of "strategic" shareholdings and syndicate agreements in which Generali was called as a water carrier is over. Hence the no to the RCS increase. It would be interesting to know Greco's opinion on Telecom Italia, but the CEO will have good reasons to withdraw: the president Gabriele Galateri belongs to the select committee that will have to pronounce on the operation.
On 29 April, on the other hand, the Fondiaria Sai budget meeting will be held called to approve the accounts for the troubled 2012. Complaints from employees and agents are expected, almost inevitable on the eve of a complex operation of integration into Unipol. After the cold shower from Prysmian, which anticipated a more difficult 2013, expectations are growing for the results of Made in Italy.
Finally, great attention to the accounts of the major state uilities: Enel, appointment for April 30, Enel Green Power (rewarded by investors after the London road show) and Eni. For the occasion, Paolo Scaroni will have to face the offensive by Eric Knight who has decided to ask for the sale of Saipem, another meeting awaited with great attention by the representatives of international funds.
The marathon of the accounts at the end of April, however, will end on the 30th in the air of marriage: everyone at the meeting of Atlantia, which will have to pronounce itself on the merger with Gemina. In London, analysts have promoted the operation. Not all Gemina members, in truth, appreciate the terms of the wedding. At least behind the scenes. In the assembly it could be another story.
