“A rational, constructive and highly qualified legal reasoning”. Thus the president of ABI and president of Cassa di Risparmio di Ravenna, Antonio Patuelli, described the observations sent today by the banking industry to Bankitalia on the Supervisory document which updates the legislation on bank governance (in the Cesarini area given that the consultation public expires today).
Counter-answers that contain a lot of reflections explicitly signed by Assopopolari, a reply to the very specific stakes that Via Nazionale has set against the Popolari in the draft on the new governance rules, inspired by the indications of the CRD IV directive of Brussels. Already because, if the situation of cooperative banks has been under the spotlight for some time, the daring events of recent years have shown that instead of untying the knots they have become even more tangled.
But today statutes that protect difficult balances, the local economy in difficulty and a complex approach to the market and to investors are putting at risk a reality, that of cooperative banks, which in the past has proved to be an important factor supporting the economy and local communities. Inspections and controls by the Bank of Italy have highlighted the fragility of some banks in their portfolios and governance mechanisms and Visco has repeatedly spoken of an anomaly in the large listed cooperatives asking for their transformation into joint stock companies. Continuous pressing and numerous calls for change which, however, have met with numerous resistances.
That we must change is, at least in words, clear to everyone. Where the problems arise is on the "how". Because to the peculiarities of each reality we must add the complex balance of power that many within the system want to protect and which lead to raising barricades and crossed vetoes.
Among the points that have heated up the debate in Popolari and savings banks is the issue of proxies, which according to Bankitalia must be in an adequate number to facilitate involvement in shareholders' decisions and at least five for each shareholder, the implementation of the remotely (electronic voting, for example, was rejected last year at the BPM shareholders' meeting), the methods of coexistence between per capita voting and capital voting (today everyone can cast a single vote regardless of the number of shares held) and the prohibition of the president to be a member of the executive committee (which concerns all banks, not just cooperative ones).
"They want to reduce the president to an usher", is the comment that comes from the popular world in turmoil due to the Bank of Italy intervention. "There is a certain fibrillation because they are trying to bring them towards a context in which capital is more attractive and this can break old balances," said Luigi Odorici, CEO of Bper, who nonetheless said he was convinced of the need to combine the peculiarities of the Popolari with a greater openness of capital, also in view of the asset quality review of the ECB: "If it were to have negative results for the Popolari - he said - having shareholders who can make a capital increase would be an advantage competitive".
Even if Patuelli has tried to throw water on the fire (“there are no prerequisites for intervening with a defibrillator” he said with a joke), many in the Popolari are trying to buy time, re-launching the need for a legislative intervention, which define the contours of the new hybrid popular model, capable of combining per capita voting and the role of capital and which addresses the issue of assembly proxies, an aspect of the latter regulated by the civil code and which therefore requires passing through Parliament to be modified. The role of Parliament in regulating bank governance has been claimed in recent days by some deputies (Marino and Mucchetti Pd, Capezzone and Gasparri, Fi) in an open letter sent to Letta, Saccomanni and Visco.
“Although the discussion of the provision is underway in Parliament with broad debate and participation given the extreme importance and delicacy of the matter, – reads the letter – the Bank of Italy put up for consultation, on 16 December 2013, a document containing Supervisory provisions on the organization and corporate governance of banks, which transposes Directive 2013/36/EU, even before the Parliament, which is exclusively responsible for it, has legislated on the matter".
Letter which notes that "the Bank of Italy document also introduces entirely new provisions, not envisaged by the CRD IV Directive, nor in any way attributable to it, such as those on the numerical composition of corporate bodies" with reference precisely to some of the points questions concerning the Popolari (such as the number of attributable proxies, remote voting). Bankitalia's move is thus perceived by some as an outstretched intervention.
“There is a problem – admitted Flavio Trinca, president of Veneto Banca – We don't understand why there is such a rigid attitude, above all on the part of the governor but also of his collaborators”. After years of "moral suasion", pulling too much the rope breaks.
It is a pity that for several legislatures the numerous attempts to regulate the popular ones by law have always crashed against the deaf and blind wall of the sector lobby, which has sabotaged any reform project.
