Banking and Company, Unicredit pan-European bank changes governance, farewell to the ceiling of 5% of the voting right no longer in line with the best practices
The outgoing council can propose a list for the board, two places for the minority.
Eliminated the limit for the exercise of voting rights
Unicredit changes governance and Fabrizio Saccomanni, “ideal candidate” for the presidency in place of Giuseppe Vita when the new board is appointed, says: “Good corporate governance is a key element that is assessed by investors and supervisory authorities. Dialogue with all our stakeholders is and must be a constant reference. It is a key element in strengthening the capacity of a large pan-European bank such as ours to meet the challenges that lie ahead. To this goal I intend to dedicate myself with the utmost commitment ».
Saccomanni makes an explicit reference, among the various points of the statutory reform approved yesterday by the meeting with almost unanimous votes and a presence equal to 62% of the share capital, the faculty attributed to the outgoing council to present its own list of candidates for the future board to be submitted to the members vote. This is a step aimed at considering Unicredit as a public company. On the other hand, as reported at the beginning of Vita’s work, following the 13 billion capital increase carried out last February, the share held by Unicredit’s foreign investors is “equal to about 75%”, given in growth compared to the previous 65%.
In the same direction, two further turns in the corporate governance of the institute led by Jean Pierre Mustier are going in the same direction. Firstly, the ceiling of 5% of the right to vote, the “historical” rule introduced in the by-laws of the then Italian Credit which was controlled by IRI in view of privatization is abolished. And if then the forecast had been studied just because entry to the market took place with a wide spread of members, today it appears obsolete. Or rather, as highlighted in the board’s explanatory report, no longer in line with “best practices, which favor a voting system proportional to invested capital”.
The third significant change is the doubling from 1 to 2 of the reserved seats on the board to the minority list that has obtained more votes, regardless of the number of members of the board. A step towards “securing minority shareholders a more meaningful representation” and that it is not excluded can be followed in the future by further openings, especially considering the weight of international investors.
Finally, always with the aim of following more international “models”, the compulsory conversion of savings shares was approved, which, moreover, today represent in terms of quantity one thousandth with respect to ordinary ones. And then the institute transfers its registered office from Rome to Milan. Also for this Life yesterday morning he said that “the sun shines on Milan, the sun shines on Unicredit. It is a historic assembly because it is the first in Milan and in the Pavillon “, the great hall completed next to the UniCredit tower.
Corriere della Sera Source, Economy
Sergio Bocconi
