Browsing All Posts filed under »Boards«

Telecom Italia 2013 EGM’s results: everybody wins, nobody wins

December 23, 2013

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The most awaited Italian meeting of 2013 was finally held on December 20th. The voting quorum reached the highest level ever at Telecom Italia’s meetings: 54.26% of the share capital was represented. The major shareholder Telco voted 22.4% of the share capital, while the dissident shareholder, Mr. Fossati, who called the meeting to revoke the […]

Telecom Italia 2013 EGM: the unusual proxy fight (not) to gain the control

December 12, 2013

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Introduction On December 20th, the shareholders of the main Italian telecommunication company, Telecom Italia, will be called to vote on the removal of all Board members. The meeting has been called upon the request of the relevant shareholder Findim SA (5%), an investment vehicle created by Mr. Marco Fossati, who strongly contests the clear conflicts […]

Intesa Sanpaolo’s Board election: some funds question the independence of the “minority” slate

April 2, 2013

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On April 22nd, the Intesa Sanpaolo’s AGM will elect the members of the Supervisory Board through the slates of nominees’ mechanism (“voto di lista”). As per the voto di lista, mandatory for all Italian listed companies since 2007, shareholders will vote on slates of nominees submitted by other shareholders, holding at least a threshold of […]

Is the Supervisor really independent? Frontis Governance analyzed the Statutory Auditors at Italian listed companies: the main results

February 14, 2013

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The derivative scandal that recently hit the third Italian banking group, Banca MPS, the contested acquisition of Lactalis American Group by Parmalat and the Fondiaria-Sai’s huge losses caused by related party transactions, are few of the latest events that raised concerns about the effectiveness of internal controlling systems at Italian companies. Frontis Governance just released […]

Derivative scandal at Banca MPS: an accurate analysis of the governance would have helped to identify the risks

January 28, 2013

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During these days, the entire Italian market community seems to be taken by surprise from the scandal that hit Banca MPS. The Bank recently discovered huge losses originated by derivatives signed by the former managers with Nomura and Deutsche Bank. Nevertheless, the troubles of the Monte Paschi arose at least 5 years ago, when the […]

Frontis Governance launches the new CG Rating Report

November 15, 2012

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“Corporate governance is one key element in improving economic efficiency and growth as well as enhancing investor confidence. […] Corporate governance also provides the structure through which the objectives of the Company are set, and the means of attaining those objectives and monitoring performance are determined”. (OECD Principles of Corporate Governance, 2004). An effective corporate […]

The renewal season at Italian large banks goes on, but some big players are (still) missing

October 24, 2012

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The Italian banking system has been living a season of deep renewal started on autumn 2011 and continued with the last EGMs of Banca MPS and Intesa Sanpaolo on October 9th and 29th respectively. The co-operative banks were the most affected, in particular Banco Popolare and Banca Popolare di Milano (BPM), that followed completely different […]

Impregilo’s meeting (hopefully) marked a turning point for the Italian market

July 23, 2012

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The Impregilo’s shareholders meeting was requested by Salini, one of the two main shareholders with almost 30% and main competitor of the company, asking for the removal of the entire Board of Directors. The meeting was originally called on July 12th, but the other major shareholder (Gavio Group), who also holds almost 30%, proposed at […]

Election of the Board: is the Italian “voto di lista”, as defined by the By-laws, still valid? The cases (of many) of Fiat, UniCredit and Prysmian

April 24, 2012

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The “voto di lista” mechanism is compulsory for Italian listed companies since 2007 and calls for shareholders to vote on slates of nominees, submitted by both controlling shareholders and minorities. Through such mechanism, the worthy goal is to ensure a minority representation on corporate boards, providing that at least one director has to be elected […]

Board “independence” in Italy

June 20, 2011

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On May 27th the Board of Directors of Generali Assicurazioni ascertained the existence of independence requirements of 12 members out of 17 (70%), showing a great independence of the Board. Looking at the names and curricula of the “independent Directors”, it seems anyway that some independence requirements are not completely fulfilled: three of “independents” are owners […]