UPDATE 1-Mediobanca backs request to limit executives on board

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(re-broadcast adding details)

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ROME, Oct 8 (Businesshala) – Mediobanca on Friday backed a request by its top shareholder Leonardo del Vecchio to abolish the rule for Italian merchant bank managers to reserve up to three board seats.

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Mediobanca complained that del Vecchio had failed to discuss earlier with the company proposals, which it wanted shareholder votes to vote on at its October 28 general meeting, considered standard practice for listed companies.

Del Vecchio last month proposed amending Mediobanca’s bylaws to make the board more diverse and independent of management, after the group became its largest investor in its first formal move to promote change. From.

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The 86-year-old founder of glasses giant Luxottica bought 19% of Mediobanca after receiving approval from European regulators on the condition that he would not interfere with the bank’s operations.

Del Vecchio has been critical of Mediobanca CEO Alberto Nagel’s strategy in the past, though he has praised his latest business plan.

The two are also embroiled in a governance conflict at Italy’s largest insurer Generali, in which Del Vecchio and Mediobanca are both investors.

Mediobanca said the company had benefited from having top managers among its directors, but it was a statutory requirement that it plans to ax next year in light of discussions with institutional investors and shareholder advisory firms.

Mediobanca was critical of del Vecchio’s second proposal, which stated that it risks penalizing institutional investors who own half of Mediobanca.

Currently, most directors of Mediobanca come from the list that receives the most votes, with two seats reserved for the list with the second most votes.

Del Vecchio proposed increasing the number of seats reserved for minority lists to three or four, who would each appoint a director depending on the number of votes cast, provided they exceed the 5% threshold.

Mediobanca said its board had an alternative proposal that it would vote on if shareholders rejected Del Vecchio’s plan.

Under the proposal, 20% of the directors will come from the minority list, with at least one seat reserved for representatives of institutional investors. The 5% limit will be reduced to 2%.

Reporting by Gianluca Semeraro; Writing by Valentina Za; Editing by Lewis Heavens


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