Mediobanca, those who squabble over governance and Nagel
Report with different approaches on Mediobanca and Nagel in view of the assembly of the institute in Piazzetta Cuccia on 28 October. Here are all the details
For Mediobanca, the competition between the three lists for the board with proxy advisor shots, analyzes and voting recommendations to institutional funds has begun.
The first was Frontis , which suggests supporting the Bluebell activist fund list and its four independents rather than Assogestioni's.
Soon – wrote the Corriere della Sera – the main proxy advisors, Iss and Glass Lewis, will also be released, to give a complete picture, even on the board list, for the meeting of 28 October: "But everyone looks to Delfin and Leonardo Del Vecchio, the first shareholder with 10.16% who kept his hands free on the list to be voted on ”.
The analysts of the investment bank Citi have already said: "Governance is always important, but with the growing attention to sustainability (ESG Environmental, social and governance) it is now even more in the spotlight", reads in the Citi report, which confirms its positive opinion on Mediobanca , it prepares with this report the shareholders' meeting of 28 October during which the bank's board of directors will be renewed and some changes in the ownership structure should be approved.
"We believe long-term shareholders have future governance at heart and will attend the meeting to support the bank's ongoing strategy (which has led to improved balance sheets, risk, liquidity, profitability and capital return. ) ". analysts write, recalling that since 2015, the average holding has been around 60-65% of the total number of shares in circulation.
Analysts have seen a "successful transformation: We believe Mediobanca has significantly improved governance, profitability and strategy over the past 10 years". And from a strategic and return on capital point of view (as opposed to what the Bluebell activist fund is asking for) they underline that "the future return on capital should not include, in our opinion, a distribution / use of Generali's stake, except with high reinvestment opportunities ".
What Del Vecchio will do is the big question for Citi too. "We believe the market would be negatively surprised if the Delfin vote, if cast, did not support the current board list or one proposed by a broader group of shareholders."
Not everyone agrees with Citi's paeans at Mediobanca's top.
The first proxy to express itself in view of Mediobanca's meeting of 28 October was Frontis, which invited institutional investors to vote for the third list, namely that of BlueBelle and Novator, second minority, after that of Assogestioni.
In fact, three lists of candidates were presented, respectively by the board itself, by a group of institutional investors with 4.8%, namely Assogestioni, and by the investment companies BlueBell Capital Partners and Novator Capital Limited, which jointly hold 1% .
"We share the concerns of BlueBell on corporate governance of Mediobanca – reads the analysis of Frontis -. All 4 candidates included in the slate presented by BlueBell and Novator – he adds – are independent from the bank and its shareholders and, in our opinion, possess a wealth of skills and experience to effectively support the Board in its management and supervisory roles " .
“BlueBell Capital Partners is an activist investor – explained by the proxy – who sent a letter to Mediobanca in June 2020, criticizing some governance practices and suggesting changes in the Bank's strategy and operational efficiency. In particular, BlueBell criticizes the lack of separation between management and control within the Board, due to the statutory provision that the "majority list" includes 3 executives (2 if the Board is made up of less than 14 members) employed by the group for at least 3 years, which represents a managerial rooted tool ".
A second reason for voting for the BlueBell-Novator minority list is indicated in the remuneration policy, in particular for the non-executive chairman and chief executive officer. "The quality of the information – it is explained about the remuneration – is good (all the terms and conditions are disclosed and the long-term objectives are quantified), and in our opinion the variable remuneration is structured in an effective way to align the interests of managers and shareholders over the long term. However, we have doubts about the possibility of paying extraordinary variable remuneration to the non-executive chairman and we believe the base salary of the CEO (1,900,000 euros), which is used to define the amount of the variable remuneration, is excessive ”.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/mediobanca-chi-si-accapiglia-sulla-governance-e-su-nagel/ on Mon, 12 Oct 2020 09:09:19 +0000.