Mediobanca, Delfin prepares minority list: aiming for 5 directors

The meeting will be held on October 28th

‘Quote five’: this should be the number that will allow you to avoid it a rupture in the Mediobanca board of directors which the assembly is called to renew on October 28th. In fact, there are many directors that Delfin, shareholder with 19.8% of Piazzetta Cuccia, intends to present with his minority list. A line considered softer which, according to financial sources, the Luxembourg holding company has decided to opt for in view of the rapidly approaching deadline of October 3rd for the presentation of the lists.

The transition from a list of five to a list of seven is considered to be of no small importance. The possible majority in the assembly of a long list with 7 candidates would determine a split in the Board of Directors with a situation in which a financial investor comes to have a weight of 50% with potential impacts on the implementation of the industrial plan, approved and appreciated by the market. In short, it is noted, the number seven appeared as an expression of a test of strength with the consequent risk of a clash that would ‘frighten’ the markets.

Nonetheless, if with this choice Delfin seems to defuse this risk, a list of five directors also wants to be a strong signal with which it intends to play a primary role in this match, proposing important names on the board: among the names circulating there is that Vittorio Grilli, former Minister of Economy and president of Jp Morgan in Italy. His name, in reality, had circulated in recent days when Delfin was aiming for a change in the presidency, in the name of discontinuity, and that of Grilli was included in the list of potential guarantee presidents. His request, as is known, was rejected by Piazzetta Cuccia because it was not in line with the rules and governance standards of listed companies and supervised systemic banks.

The other names discussed are those of Flavio Valeri, president of Lazard in Italy; by Jean-Luc Biamonti, president of Covivio, a Delfin subsidiary; Sabrina Pucci, former board member of EssilorLuxottica and Generali; by Sandro Panizza, former risk manager of Generali. Another name is that of Victor Massiah, long-time banker, former CEO of Ubi Banca.

If the tension seems to ease, the suspense remains great in view of the assembly match. The day before yesterday Mediobanca launched the list of the board of directors with the reconfirmation of Alberto Nagel as CEO and Renato Pagliaro as president. The proposed list is made up of 15 directors, as many as the assembly will have to elect, but only 12 will be destined to be elected if the Board of Directors’ list is the most voted. Of these 12, over a third are new entries who replace the directors who cannot be re-nominated due to the age limit (75 years). They were the positions that the Board of Directors had offered to the two partners Delfin and Caltagirone before the negotiations foundered when Delfin, in the last proposal sent on 12 September, had reiterated a series of requests that the Appointments Committee which met on Monday and the Board of Directors of Mediobanca on Wednesday were assessed as not being in line with the governance of a systemic listed bank.