Mediobanca, prime investor Del Vecchio attain truce on bylaws modifications

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MILAN — Mediobanca on Friday endorsed a request by its prime shareholder Leonardo Del Vecchio to ditch a rule reserving as much as three board seats to managers of the Italian service provider financial institution.

Welcoming the choice “with deep satisfaction,” Del Vecchio in flip withdrew a second proposal to amend the corporate’s bylaws, which had been criticized by Mediobanca’s board.

Mediobanca additionally complained that Del Vecchio had failed to debate with the corporate proposals he wished to place to a shareholder vote on the Oct. 28 common assembly, disregarding what is taken into account customary follow for listed corporations.

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Del Vecchio final month proposed modifying Mediobanca’s governance guidelines to make the board extra numerous and unbiased from administration, in his first formal transfer to advertise modifications on the group since changing into its single largest investor.

The 86-year-old founding father of spectacles large Luxottica purchased 19% of Mediobanca after gaining clearance from European regulators on the situation that he wouldn’t intervene with the operating of the financial institution.

Del Vecchio prior to now has been important of the technique of Mediobanca CEO Alberto Nagel, though he has praised Nagel’s newest marketing strategy.

The 2 are additionally embroiled in a governance tussle at Generali, Italy’s largest insurer, during which each Del Vecchio and Mediobanca are traders.

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Mediobanca mentioned that whereas the corporate had benefited from having prime managers amongst its administrators, this was a statutory requirement it had been planning to axe subsequent yr in gentle of discussions with institutional traders and shareholder advisory companies.

Mediobanca was important of Del Vecchio’s second proposal, which it mentioned risked penalizing institutional traders that personal half of Mediobanca.

Del Vecchio’s holding firm, Delfin, mentioned late on Friday it could withdraw the proposal to keep away from complicated traders, provided that Mediobanca’s board had determined to current an alternate proposal if the one by Del Vecchio was rejected.

At current, a majority of Mediobanca’s administrators come from the record that will get probably the most votes from shareholders, with two seats reserved for the second most-voted record.

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Del Vecchio had proposed growing to 3 or 4 the variety of seats reserved for the minority lists, which might every appoint a director primarily based on the variety of votes, offered they cross a 5% threshold.

Beneath the choice proposal by Mediobanca’s board, a fifth of administrators would come from minority lists, with at the least one seat reserved for representatives of institutional traders. The 5% threshold can be lowered to 2%.

“Delfin has lastly been capable of set in movement a course of to enhance Mediobanca’s governance … to extend administration’s accountability,” Delfin mentioned.

“In gentle of this elementary consequence, whereas Delfin believes its proposal is preferable … it’s within the curiosity of the financial institution and its shareholders … that solely the board’s proposal get put to shareholders.” (Reporting by Gianluca Semeraro and Valentina Za in Milan Writing by Valentina Za Modifying by Louise Heavens and Matthew Lewis)