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Mediobanca, top investor Del Vecchio reach truce on bylaws changes

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MILAN, Oct 8 (Reuters) – Mediobanca (MDBI.MI) on Friday endorsed a request by its top 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 criticised 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 normal assembly, disregarding what is taken into account customary apply for listed firms.

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

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

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

The two are additionally embroiled in a governance tussle at Generali (GASI.MI), Italy’s greatest insurer, wherein each Del Vecchio and Mediobanca are buyers.

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

Mediobanca was important of Del Vecchio’s second proposal, which it stated risked penalising institutional buyers that personal half of Mediobanca.

Del Vecchio’s holding firm, Delfin, stated late on Friday it could withdraw the proposal to keep away from complicated buyers, on condition 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 listing that will get probably the most votes from shareholders, with two seats reserved for the second most-voted listing.

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

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

“Delfin has finally been able to set in motion a process to improve Mediobanca’s governance … to increase management’s accountability,” Delfin stated.

“In light of this fundamental result, while Delfin believes its proposal is preferable … it is in the interest of the bank and its shareholders … that only the board’s proposal get put to shareholders.”

Reporting by Gianluca Semeraro and Valentina Za in Milan
Writing by Valentina Za
Editing by Louise Heavens and Matthew Lewis

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