Good news for Ubi Banca. The Brescia Court of Appeal annulled the provision with which Consob in September 2015 had fined the institute's supervisory board members for a total of 895 thousand euros. The Commission, the judges recalled, had decided to sanction the directors in office at the time and in previous mandates, including the current president Andrea Moltrasio and the president emeritus of Intesa Sanpaolo Giovanni Bazoli, "for failure to supervise the absence in the reports on the bank's corporate governance for the years from 2009 to 2013, of information regarding the principles of parity, alternatives and potential for alternation" in the composition of the nomination committee and the top management of the bank between the Brescia and Bergamo components of the corporate body, to which they head of Banca Lombarda and Bpu, from whose merger Ubi itself was born.
This is a construction not shared by the appeal judges, who in the sentence announced by the Radiocor agency underlined how it is necessary to "acknowledge that equality is expressly provided for in article 1 of the Statute as the inspirer of the new bank, therefore it cannot reasonably question the programmatic nature of the same as the founding principle of the operations of the new bank due to its genesis". The Court then annulled the fine and ordered Consob to pay the costs of the proceedings.
The mechanisms by which Ubi's top management has been identified over the years are also under the attention of the Bergamo Public Prosecutor's Office, which in November 2016 sent notices of closure of the investigations for obstruction of the supervisory activity and illicit influence on the shareholders' meeting. Furthermore, in recent days, from reading the prospectus on the capital increase from 400 million currently underway, it emerged that on 30 May "several offices" of Ubi were searched as part of investigations "just launched" by the Brescia prosecutor , for a hypothesis of "complicity in the crime of obstructing the exercise of the functions of public supervisory activities".
“Secondly – the judges wrote – the proposition according to which the memorandum of understanding” sanctioned at the time of the merger “would fall within the external agreements prohibited by article 49 of the statute does not appear acceptable. Although it was signed before the birth of the new bank - reads the sentence - it is indisputable that the conclusion of the same was one of the deeds through which the new entity was born, and the confirmation is found in the fact that communication had been given in annexed to the project and to the deed of merger. While the provision seems rather aimed at excluding that the appointments are determined in 'decision-making centres' outside the bank”.
According to the Court of Appeal, "it must therefore be concluded that the interpretation on the basis of which Consob considered the existence of a misalignment between the statute and the regulation" of the nomination committee "which would, according to this proposition, made it necessary starting from 2009 that the mechanisms governing the governance of Ubi Banca be illustrated to the market”.
In conclusion, therefore, "it must be stated that since no modifications can be made to the inspiring principles of the regulation of the nomination committee, the version disclosed to the market in 2007 was adequate to make people understand the functioning methods of the committee, so it cannot be ascribed to the opponents, such as members of the supervisory board, the failure to supervise".
