Mediobanca, here’s how Assogestioni is crippled (Bluebell enjoys it)
Major maneuvers by the proxy advisors in view of the Mediobanca shareholders' meeting scheduled for 28 October which will elect the new board of directors. Because Assogestioni so far comes out lame, while Bluebell celebrates.
Major maneuvers by the proxy advisors in view of the Mediobanca shareholders' meeting scheduled for 28 October which will elect the new board of directors of the Piazzetta Cuccia Institute.
The proxy advisors analyze the companies and the agenda of the meetings to recommend the vote: of the three proxy advisors on Mediobanca, only Glass Lewis is now missing. While Iss and Frontis have already spoken. That's how.
For Mediobanca it is the first time that there is the list of the outgoing board, instead of that of the shareholders' agreement.
The proxy advisor Iss suggested to its clients, large funds and institutional investors, to vote, at the meeting on 28 October, the list drawn up by the outgoing board of directors, in the running for the renewal of the board in addition to those of the Bluebell fund and Assogestioni.
WHAT ISS SAYS
The novelty is that for Iss a vote on the board list would open spaces to the minority directors proposed not by Assogestioni but by the activist fund Bluebell: "It would allow Bluebell to still have a representation on the board, but restricting his influence" on the board, with "Two new independent directors who could contribute to the debate on strategies without necessarily signaling the urgency of a change in strategic direction".
According to the proxy advisor ISS, the board of directors' list "is adequately positioned to represent the long-term interests of minority shareholders and carry out independent supervision of managerial action".
ASSOGESTIONI ATTAPIRATA
The invitation to vote for the board of directors list, instead of converging as usual on the minority list of Assogestioni (a real setback for the leaders of the association chaired by Tommaso Corcos and directed by Fabio Galli), is linked to the fear that Bluebell can be successful and obtain the election of all four of its candidates.
QUESTIONS AT THE DANCE ON MEDIOBANCA
Iss partly shares the considerations on the “over-representation” of internal managers on the board, critically remarked by Bluebell. Without going into the merits of the matter, the statutory amendment that will be proposed at the meeting to release the choice of the CEO from the group of executives present on the board of directors is in any case considered a step forward. In fact, Iss believes that the proposed changes have a "neutral to positive" impact on shareholders' rights. Bluebell has pointed the finger at the fact that three council seats are still reserved for managers (two if the board is slimmer), effectively hindering the possibility of presenting a list that contains a management alternative. However, even Bluebell, reports the proxy advisor's report, will vote in favor of the statutory change.
THE ISS THESIS ON MEDIOBANCA
According to Iss, this would be a representation "disproportionate to the level of concerns" raised by the activist fund, whose criticisms would not offer an equally clear strategic alternative, and an outcome that "risks sending a signal to the board in terms of intensity of change of strategic direction which may not be justified ”in light of the results achieved by the investment bank chaired by Renato Pagliaro and headed by the managing director, Alberto Nagel.
THE NOTE OF THE PROXY ISS
In truth, for the fund led by Giuseppe Bivona the glass is half full, notes Ansa . Iss has in fact recognized the quality of its names (they can "increase the skills of the board of directors"), starting with the leaders William Nott, former president of the association of European managers, a candidacy defined as "high profile" and able to "give a contribution to one of Mediobanca's most discussed businesses ", namely" wealth management ".
THE COMMENT OF BIVONA
“We suggest supporting the board list in order to potentially allow Bluebell to gain representation and at the same time restrict its influence on the board,” says Iss. “Iss has clearly indicated that he prefers Bluebell's candidates to Assogestioni's, we are satisfied,” said Bivona . “From Iss there is clear support for our messages on governance and remuneration”, he filters from the fund's circles.
THE CRITICS OF THE BIVONA FUND
Bluebell, an activist investor with approximately 1.4% of Mediobanca, has repeatedly criticized the bank and the management of the subsidiary Generali, receiving the support of Frontis, the smallest of the three proxy advisors.
BLUEBELL'S CATFISH SHARED BY FRONTIS VS NAGEL
The indications of Iss come in fact after those of Frontis, which instead explicitly sponsored the list of Bluebell-Novator ( with a heavy torpedo aimed against Nagel's salary ).
INCOGNITA GLASS
Only Glass Lewis is missing from the proxy count, after which the funds will be able to do their own accounts, as is the Delfin of Leonardo Del Vecchio, with 10% of the capital and to whose requests Bluebell seems to wink.
THE ROLE OF DEL VECCHIO
Luxottica's boss declared – also in the authorization phase – that he had taken a financial stake and that he wanted to support the management. “He did not submit his own list, and at the most he might not vote. But there are few bets that give him alongside Nagel and Pagliaro. Alternatively, it could channel its stake on one of the two minority lists ”, said Repubblica .
THE SCENERY
In any case, Nagel's board of directors list starts from a solid base, equal to 20% of the share capital (pact, Bolloré, Unipol) to which part of the vote of the institutional investors will certainly be paid.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/mediobanca-ecco-come-assogestioni-viene-affossata-bluebell-gode/ on Wed, 14 Oct 2020 14:00:30 +0000.