Veneto Bank is approaching the shareholders' meeting, scheduled for 18 April. The Montebelluna-based group has just approved a new 2015-2017 business plan which provides for a return to profit from 2015 and 170 million profits in 2017 and which has been "prepared from a stand alone perspective". But while the transformation into a joint-stock company is being worked on, contacts with Popolare di Vicenza continue, awaiting the results of the Rothschild analysis on the strategic options linked to the consolidation scenarios of the sector. "Autonomy is the most welcome idea but, in any case, Vicenza is not the best solution, I am not in favor of this aggregation" Giovanni Schiavon declares to FIRSTonline, former magistrate and former president of the Court of Treviso, now at the helm of the newly formed shareholders' association of Veneto Banca (www.aavenetobanca.it).
Why did you decide to create a shareholders' association?
“The idea came to me a year ago when I saw that Veneto Banca seemed to me to be in difficulty, after the Bank of Italy inspections. I have been a partner for years, not a great partner, but I have participated in the life of the bank. I saw that there was discontent among the associates who didn't seem to know what was going on. It appeared that the bank was in default and so many people went to the counters to close their accounts. Then the story of the merger with Popolare di Vicenza was added. I could see that the members were disoriented and bewildered. It must be remembered that a popular company has members even among those who do not have specific knowledge of how banks operate. There was almost panic. The members are not protected in the face of these things, they are like sheep, like a flock, left without any serious documentation".
Is there dissatisfaction among the shareholders then?
“Some shareholders don't know how share sales take place, they fear large devaluations on the value of the shares, there are people who have put their life savings into it. They complain of differences in treatment, many have asked the bank to buy the shares but subsequent requests have been satisfied in their place. All things on which you have to go and check the documentation. The problem is that when you go to the shareholders' meeting, the shareholder counts for nothing”.
Are you worried about the future of the bank in the face of a scenario of mergers and mergers?
“The partners are wondering if we are heading towards a merger or not. And if so, with whom? If you want to do it with Vicenza, the situation is very complex. President Zonin's policy has created problems. With his aggressive attitude he created difficulties, declaring that we were not ready to merge, since then the shares of Veneto Banca have fallen in value ”.
In what sense?
“There was a certain amount of pressure from Bank of Italy for Veneto Banca to join Popolare di Vicenza in a position of 'aggregate'. However, Vicenza was always spared from inspections. In a merger you have to see the accounts of one and then the other. And Zonin's declarations were in fact quite aggressive: there was a willingness to merge with Veneto Banca but on condition that the top management left and dealt with it directly. Then came the stress tests of the ECB and it was ascertained that of the two banks that were worse off was Vicenza. Evidently it was not true that their 1 billion capital increase was used to equip themselves to be an aggregating pole. It was used for something else. Vicenza in the end returned to the ECB parameters only at the last moment”.
And now?
“I have now signaled a singular policy change. Zonin has abandoned the hostile position and is now proposing an alliance and would come to the fore at the assembly. What happened in the meantime? But it's not just this. A merger with Vicenza would create many problems of overlapping branches and therefore employees who would be left at home. Furthermore, Popolare di Vicenza has more or less the same problems as us. It is not that the sum of two problems solves problems, it increases them”.
In short, Vicenza is the last option for you. But does the future see it with another bank?
“It's certainly not the best solution, I'm not in favor of this aggregation. If Veneto Banca were to merge with another institution, it shouldn't be Vicenza. In terms of other options, Veneto Banca has mandated Rothschild to see which are the best partners for this aggregation, towards which Bankitalia is pushing a lot. The second option we have is that of autonomy. This means making a very strong Spa with a capital increase. Autonomy is the option welcome to all entrepreneurs in the province of Treviso”.
Do they fear for the territory?
“A bank that is well aware of the dangers and values of the local area is a guarantee for their future. If a bank comes here that transforms itself into a kind of ministry and does not pay specific attention to the development of SMEs, the prospect is sad. Also for the Association the most welcome idea is that of autonomy”.
Are you preparing for the collection of proxies for the next assembly on 18 April?
“Our association (here the video presentation) has chosen not to engage in the collection of proxies. To avoid being thought that we have transversal ends, we have given up this activity. Each shareholder will vote as he wishes. We were born to encourage dialogue, communication and transparency, we want to be an association that forms the conscience of the members, the voice of the shareholders. The aim is to protect the widespread and collective interests of the members. And now we are in the phase of registering memberships to the Association, in three weeks since we started, we have collected more than 300 associates, also important. What is important is that the shareholders no longer want to be passive observers and see how things are going. A popular bank cannot be managed with the same criteria as a large institution, it must also have flexible management, which means talking more with shareholders and entrepreneurs".
What do you think of the transformation into a Spa?
“Which cannot be done with a decree law. I have many doubts that it is constitutional a law which, while maintaining the popular model for others, requires some banks to transform into joint stock. The shareholder who does not have the right of withdrawal undergoes the transformation, he had chosen the capitation right which is now taken away from him, a right is expropriated from him. Having said that, the captain vote has created many problems that should be eliminated.
However, the feeling is that the transformation into a Spa could help your Association.
“Yes, I think that in view of the transformation into a joint stock company, our association can bring a useful dialectic to guarantee the members. And that the new legal form can make our work easier, because it succeeds even more in enhancing the transparency function of the Association which wants to be the voice of the members”.
Are you looking for financial partners to increase the weight of your Association?
“At the moment we are not looking for investors to support. But soon this problem will arise. Now, however, we focus on the registration of members. And to give a voice to the shareholders who today are considered nothing more than a herd. We asked the data bank, just as we will ask for Rothschild's report on the mergers and we will speak at the meeting. We are organizing ourselves to ensure that the Association participates in the decision-making life of the bank”.
How did the top management of Veneto Banca react?
“We are totally independent from Veneto Banca. The top management didn't see it well at first, they had perplexities, then we talked about it, I met the president a couple of times, I always informed him, with communications and emails for correctness. We have cordial relations. We want to dialogue with Veneto Banca, we have no aggressive intentions, no collective action for damages. I'll give you an example. Now four administrators expire. Who I am? We still don't know. They will probably be reconfirmed the same. We have no intention of proposing, we would betray our spirit but this is no way to operate. Isn't there a way to ensure that the board is chosen on the basis of the consensus that comes from the shareholders?”.
