Mediobanca's board of directors responded to the proposals presented 10 days ago by Delfin, the company led by Leonardo DelVecchio which holds 18,896% of the capital of Piazzetta Cuccia, deciding to supplement the agenda of the meeting scheduled for 28 October, in the extraordinary session.
The board decided to accept the first proposal on the elimination of the presence requirement from the statute on the board of directors of three group executives of Mediobanca in office for at least three years (in the event that the number of members is equal to 13), but has formulated an alternative proposal on the second request relating to changes to the voting list.
Going into detail, on 28 September Delfin proposed to "eliminate the statutory requirement according to which three directors (in the event that the board has more than thirteen members) must have been managers of the Mediobanca group for at least three years". Request accepted with full formula by the board according to which “it reflects mature trends after the last shareholders' meeting in the light of the discussions held with proxy advisors and institutional investors as part of a process aimed at aligning the governance of the Bank with best practice and therefore the scheduling for the 2022 shareholders' meeting was envisaged in view of the renewal of the Council in 2023”. However, the board underlines its belief that the presence of managers on the board has represented and may also represent in the future “a strong point of the bank's governance.
The second proposal presented by Delfin instead asked for the number of minority directors present on the board, also providing that "several lists may contribute to the appointment of such directors". Novelties that would involve Delfin's entry into the board of directors as an industrial shareholder.
In this case, Mediobanca's board of directors decided to reject the proposal, deeming that it, "subject to the specificity of Mediobanca's shareholding structure, could not guarantee the representation of institutional investors”. The directors also underline that the request appears "in contradiction with the evolution of the ownership structure", given that the composition of the shareholder structure in listed companies where there is no controlling shareholder, such as in Mediobanca, "has been registering a growth weight of institutional investors”, which today reached 50% of the capital of Piazzetta Cuccia. According to the directors, the request could also jeopardize the monitoring of the bank's performance and go against "Delphin's stated objective of further diversifying the composition of the board by increasing the minority share and the number of lists represented".
For all these reasons, the board of directors has decided to present an alternative proposal on the basis of which minority shareholders may be assigned a variable number of directors according to the size of the board and to the extent of 20% of the total, i.e. 3 directors if the board is made up of at least 13 members. The percentage of 20%, according to the Board, would avoid "an excessive polarization between majority and minority", at the same time ensuring the presence of institutional investors through the reserve of a director even when the list they presented obtained lower votes than those of the other lists minority. Finally, the proposal provides for a reduction from 5% to 2% of the share capital of the minimum number of votes required to appoint a director taken from the second minority list.
On the agenda of the meeting of 28 October, in the extraordinary part, there will therefore be both Delfin's proposal and the alternative proposal of the current board of directors.
