The amendments to the by-laws of Medeset wanted by Fininvest to lock down the group from unwelcome external advances, in particular from Vivendi, were approved by a large majority. Mediaset's extraordinary shareholders' meeting in the presence of 49,8% of the share capital, with Fininvest holding 39,53% and Vivendi absent (28,8% of the share capital), reformed the procedures for appointing the board. In detail, the shareholders' meeting resolved to change the number of directors to a range between 7 and 15 directors, introduced the possibility for the BoD to present its own list of candidates and reformed the method of appointing directors through the provision of a "blocked list" (majority) system instead of the current proportional system, with a favorable vote by 89,59% of the share capital present (just over 44,6% of the share capital). The changes will be implemented starting from the next renewal of the BoD foreseen in the assembly for the approval of the 2017 financial statements.
During the meeting, during which Vivendi did not want to interfere, the Amber Fund however expressed strong opposition to the changes to the governance proposed by the controlling shareholder.
“We are against it because in our view they have a negative impact on the company itself and on the rights of minority shareholders.” Thus Arturo Albano, representing Amber Capital, a shareholder of Mediaset with 2,5%, who spoke at the shareholders' meeting on the changes to governance proposed by Fininvest. “We cannot accept that the presence and conduct of Vivendi – after having already been used to justify disappointing financial results, in our opinion attributable to inadequate management of the company – today become the excuse for introducing a disguised poison pill which irreparably damages the prerogatives of minority shareholders, reducing the number of directors they may elect“. Albano in particular underlined his opposition to the possibility that the outgoing board of directors could present its own list of candidates for the renewal of the board. The only change judged positively by Amber is the reduction in the number of directors even if the fund expresses regret for the non-introduction of an age limit for directors and a ceiling on the number of mandates for remaining on the council.
The Stock Exchange reacted positively to the evolution of the meeting and the Mediaset share is quoted at 3,296 euros, up by 1,6% when the FtseMib registers a red of 0,69%.
