Il Messaggero di Caltagirone casually supports Caltagirone on Generali
What do you read (not too surprisingly) in the Roman newspaper Il Messaggero di Caltagirone on the renewal of the top management of Generali (of which Caltagirone is a shareholder).
Today the readers of the first Roman daily, Il Messaggero , did not find an editorial on the front page on Cop26, on the post G20, on the race to the Quirinale, on the tensions in the League or on the new mayor Roberto Gualtieri (Pd). No. They found an editorial titled "The reform that serves on company councils".
The editorial thesis? It is necessary – we read – "an urgent intervention by the legislator on this delicate instrument, the use of which, although imported from consolidated foreign experiences, must be calibrated according to the limits of the Italian regulatory context and with the specificities of concrete cases".
What is the "delicate tool" on which the attention of the Roman newspaper focus? "The clause that gives the board of a company the possibility of presenting lists for its renewal". But "the" list of the council "is not provided for either by our civil code or by the legislation that regulates listed companies", points out Il Messaggero .
So what?
We read extensive passages from the editorial:
“A balanced corporate governance system is not just a sign of the maturity of a country's economic democracy. The need to guarantee merit and quality in corporate governance, especially when it comes to the renewal of boards of directors, is a crucial issue for the entire system because it affects the organization of decision-making powers at every level.
Precisely for this reason certain institutes must be useful for the good performance of companies, and not instead transform themselves into employer or management combinations capable of producing deviations from the initial purpose; let alone become a vehicle for perpetuating a self-referential power, placing constraints on the shareholder's right to influence the company's balance.
For months, the clause that gives the board of directors of a company the possibility of presenting lists for its renewal has been the subject of debate due to the distorted use that can be made of it in certain circumstances. It must be said that the option is very popular with international funds, given its diffusion in large North American corporations, where, however, the shareholding structure is extremely pulverized and therefore the figure of the reference shareholder is lacking, as is instead common practice in Italy.
Although in recent years it has become part of Italian statutory practice, to the point that in addition to Mediobanca and Generali, about fifty companies have adopted it, the "board list" is not envisaged either by our civil code or by the legislation governing listed companies ".
It is – adds Il Messaggero – “a modality that derives from a somewhat forced reading of the concept of shareholder democracy, which precisely for this reason can lead to a dangerous drift if its aims are betrayed”.
How does it work? In short, "the clause provides that the directors in office choose their successors according to a model that is typical of foundations, which, however, are not companies that pursue profit and, therefore, are not affected by a real dialogue between the partners. owners and administrators, typical of business realities ".
Not only: "It should be noted that the co-optation criterion is also strengthened with the board list which, if in itself does not represent a negative element, in fact risks transforming the selection of directors into a self-referential process, for which those who are in office often end up putting their re-election before the good of society. Being able, among other things, to rely on the mechanism of blocked lists which prevents the shareholders' meeting from expressing or denying their approval of individual candidates ".
So – continues Il Messaggero – “the enhancement of the role of the so-called independent directors, while building the list, looks a lot like a fig leaf. It is easy to conclude that, since they always aim to be reconfirmed, even the independents – in addition to the managers who participate in the board by virtue of the same list – are in clear conflict of interest ".
“The situation is aggravated – criticizes the Messenger – by the lack of clear rules regarding the list formation procedure, to the point of producing paradoxical effects. Just think of the fact that all national legislation on listed companies rests on the dialectic between majority and minority (to which a minimum number of representatives on the board of directors is reserved) and that, in the not remote hypothesis of a board list that ends up in the minority , in any case, it would participate in the distribution of seats even though it does not represent any minority ”.
Conclusion of the newspaper: "In the absence of rules, it is legitimate to think that the board list can become the instrument behind which agreements are hidden between significant shareholders and members of the outgoing board of directors to pursue strategic objectives cloaked in apparent rationality, but which in fact are to the detriment of shareholders and the market. Moreover, the collection of consents around the board list can be easily influenced by the existence of commercial relationships between the company and some shareholders with significant stakes although not suitable for being included among related parties (think, for example, of institutional investors ). It is unlikely, in fact, that the latter will not comply with the indications of the same management that has ensured, over time, revenues and assignments, on the promise of renewal of commercial relations ”.
The average reader of the Messenger will have wondered – assuming he has read the entire editorial – "embé?"
Well, the newspaper of the publisher Francesco Gaetano Caltagirone casually supports the same thesis that the builder Francesco Gaetano Caltagirone argues – as a shareholder of Mediobanca, which controls Generali, of which Caltagirone is a shareholder – for the renewal of the top management of Assicurazioni Generali: that is – according to the builder, publisher and financier – which is practically a scandal to have a board hegemonized by Mediobanca members present a list for the new board of directors of Generali because in this way the first shareholder of Generali (i.e. Mediobanca led by Alberto Nagel) will be able to confirm the current number one of Generali, Philippe Donnet, who is disliked by Caltagirone .
All clear, therefore, the editorial of the Messenger . And this is not a conflict of interest. No, it's all about interests.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/primo-piano/messaggero-caltagirone-generali-mediobanca/ on Wed, 03 Nov 2021 08:49:27 +0000.