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This article was published on Oct. 17, 2015 at 08:15.
Green light by the boards of Intesa Sanpaolo to the new statute that will allow the bank to move from dual to monistic. A unanimous green light, that arrived yesterday in the double meeting that was held in Milan, which also seems to pave the way to renewal of the organs on the agenda for next spring and contains a novelty not irrelevant to the drafts circulated in recent days: the ‘ establishment of the position of President Emeritus, who – as reported in Article 37 of the text adopted yesterday – will be the prerogative of Giovanni Bazoli for the next three years, ie until 2019.
For the professor, who just a week ago he had declared in the home stretch his “Milanese adventure” in recent weeks had assumed different roles – while non-executive directors – that enable it to enhance its expertise in terms of governance of the institute and its expertise in cultural. In the end, it opted for president emerita (and not honorary, while evaluated), a role that will allow unpaid Bazoli to “express opinions and participate in meetings, in an advisory capacity at the request of the President and / or CEO , affiché the new governance can be developed in continuity of efficiency and rigor. ” In practice the advice which was identified the extraordinary nature of the transition from dual to single-tier, have seen fit to establish the chair emerita, specifying that it will only apply in the three years following the assembly 2016.
In addition, Article 37 specifies that the former president “cooperates with the president of the board in the design and implementation of initiatives of the company and the group.”
The president emerita, yesterday formally given by COO Paul Young and accepted unanimously by the two councils, completes a statute that in other parts coincides with the drafts already emerged in recent days, and anticipated by Il Sole 24 Ore still the ’8 October. Awaiting authorization of the Supervisory Board, the text has not yet been revealed by the bank, but according to reports envisages a board of 19 members, of which two-thirds independent with at least one vice president. Safeguard quotas, it was agreed that the committee for management control (the most important and key element of the monistic view a function comparable to that of the supervisory board but carried inside) will count five members, all independent and two elected by file of the minority, including the president. As it will form the new board? The meeting, starting with the late April-early May that should be used for the first time the new statutes, elect the board with a system of proportional representation with a majority bonus: the list you will get at least 25% of the votes will nominate 14 directors The other 5 will be caught from other lists based on the votes obtained. To submit a list serve at least 0.5% of the capital, then it is likely that the majority list will be filed at the initiative of one or more Foundations members, although in this case the formalities will not underestimate given the attention of supervision situations comparable to a shareholders’ agreement.
The new statute, which does not require the presence of an executive committee and determines the geography of power between the other committees, the composition of the management committee and the powers, wide, the CEO, should be sent to the ECB in the coming days, will end as soon as the last checks for compliance with Bank of Italy Circular 285. In this regard, yesterday’s advice had granted to the presidents of the CDS and the CDG the power to make any adjustments formal, as if we will have to resort to changes of substance – an unlikely event – will be called again the tips.
As soon as the articulated will be sent to Frankfurt will commence 90 days for approval, although the ECB – with which contacts have been constant – could be expressed before. Goal, however, remains to call an extraordinary shareholders’ meeting for the approval of the statute in the second half of February and about two months after that for the renewal of the organs. Considering that for filing lists the term was set at 40 days before the election, it is likely that the comparison between the partners starts before: because if the climate were to remain that of yesterday an agreement for a confirmation of the summit present (the President and CEO Messina Gros-Pietro) could be within reach.
. @ Marcoferrando77
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