Forget normalization. In Siena, the new governance of Monte dei Paschi is taking shape, but it does so amid underlying tensions, negotiated compromises, and a balance yet to be verified. The appointments to the internal committees, a key step after the April 15 assembly that saw Luigi Lovaglio’s triumph, clearly reflect the state of internal relations within the board: a majority firmly in the hands of Plt Holding, a minority that obtains limited but visible spaces, and in the background a strategic game – that with Mediobanca – which the renewed CEO intends to close quickly.
A TRUCE ONLY APPARENT
The atmosphere remains tense. The spaces granted to the minority remain limited – little more than “crumbs,” according to La Stampa – while control of the committees is firmly in the hands of the majority. The new setup, moreover, still appears “uphill,” as Corriere della Sera writes, confirming a coexistence far from simple within the board.
Yet, after weeks of tensions, something has been patched up: more than a clarification, an operational pause. Or perhaps a real “air of truce”, mainly functional to get the governance machine started.
THE GEOGRAPHY OF POWER IN THE COMMITTEES
It is in the composition of the committees that the weight of the different board components is truly measured. The heart of the system is the risk and sustainability committee, considered the most important for managing the bank: here the chairmanship is entrusted to Carlo Corradini, an expression of the majority and close to the Tortora family, the reference shareholder of the Plt list that brought Lovaglio back to lead Monte. With him sit Livia Amidani Aliberti, Antonella Centra, Paola De Martini, and Massimo Di Carlo: a composition in which the majority remains clearly predominant, albeit with the presence of De Martini, from the outgoing board’s list, former Cdp and Essilorluxottica.
In the remuneration committee, chaired by Livia Amidani Aliberti (majority), sit Antonella Centra, an expression of the outgoing board’s list, and Paola Leoni Borali, from Plt: here too the majority’s imprint remains dominant, with two out of three members. In the related-party transactions committee, chaired by Flavia Mazzarella (majority), enter Patrizia Albano and Fabrizio Palermo, the latter appointed from the outgoing board’s list and a figure close to the Caltagirone area.
The IT and digitization committee represents the only real concession to the minority: the chairmanship goes to Paolo Boccardelli, an expression of the board’s list, but flanked by Carlo Corradini and Paola Leoni Borali.
The story of the nominations committee is more complex: initially composed only of majority members – with chairwoman Patrizia Albano, Massimo Di Carlo, Paola Leoni Borali, and Flavia Mazzarella – it was subsequently integrated, after tensions in the council, with the entry of Corrado Passera, an expression of the outgoing board’s list.
THE TWO-THIRDS ISSUE AND UPCOMING DEADLINES
What makes the balance even more delicate is the issue of qualified majorities. According to internal rules, some strategic decisions require the favorable vote of two-thirds of the council. It is on this ground that the minority, though downsized, can still play a non-marginal role.
The next test will be the approval of the quarterly report, expected on May 11 (postponed from the initial schedule): a step that will require at least formal cohesion within the board. Immediately after, the real game: that on the Mediobanca operation, destined to pass through the assemblies’ scrutiny.
THE VIVALDI CASE
The moment of greatest tension was recorded, however, on the case of Carlo Vivaldi. More than a trigger, it was an element of strong internal conflict, as also highlighted by the Corriere.
Vivaldi also sits on the board of directors of Banca Mediolanum, where he is a member of the risk committee: a position that, in light of the regulations strengthened by the recent capital law, constitutes an incompatibility with similar roles in a competing bank, making the conflict no longer tolerable according to Mps’s updated statute.
A manager with over thirty years of career at Unicredit, with top roles also at the international level, Vivaldi represented one of the strongest profiles of the outgoing board’s list. Not by chance, he was initially indicated among the three possible candidates for CEO alongside Corrado Passera and Fabrizio Palermo.
His exit inevitably reshapes internal balances, depriving the minority of a heavyweight figure and opening a new game over his replacement.
BRANCADORO AND THE NETWORK OF RELATIONS
The first name on the list is Gianluca Brancadoro, a jurist and cassation lawyer with extensive experience in consulting for banking, financial, and industrial groups, as well as in extraordinary operations and complex restructurings.
A technical profile, with important mandates also from the ECB, Consob, and the Bank of Italy, and a career built between academia and professional practice. Among his activities is also legal consultancy for Acea, thus defining a network of relations that also touches the Caltagirone area.
THE ALESSANDRO CALTAGIRONE HYPOTHESIS
If Brancadoro were to decline, the choice would fall on Alessandro Caltagirone, son of Francesco Gaetano. An entrepreneur active in the family group, with a growing role in industrial and financial activities, he would represent an entry with strong symbolic as well as strategic value.
He had already nearly confirmed his place on the board in the past, only to step back also for reasons related to overall balances and gender representation. His possible entry today would significantly change the perception of internal balances.
The direct or indirect presence of men linked to the Caltagirone area in the committees – from Palermo in related parties to Passera in nominations – could turn into a sort of recovery of influence, albeit partial.
LOVAGLIO ACCELERATES ON MEDIOBANCA
Meanwhile, Lovaglio looks ahead. The goal is to speed up the Mediobanca merger, aiming to convene the assemblies of the two banks by summer. The delisting will instead require a few more months.
An acceleration aimed at quickly closing a complex industrial and financial game, but which inevitably intertwines with the internal board balances and the different strategic visions present in the board, starting precisely from those emerged in relations with Caltagirone.
Meanwhile, in Siena, the Consob spotlight remains on: since the March tensions, it has launched a tight monitoring, also acquiring the minutes of the board meetings. A sign that, beyond the newly defined balances, the game remains open.
Nor does the Prosecutor’s investigation into the Mps-Mediobanca operation stop: Milan magistrates have in fact written to the Presidents of the Chamber and Senate to request authorization to view the chats contained in the mobile phone of the former MEF general director Marcello Sala and the nine parliamentarians with whom Sala reported exchanging messages. Namely ministers Giorgetti and Salvini, the undersecretary to the Presidency of the Council Fazzolari, deputy minister Leo, undersecretary Freni, and parliamentarians Rixi, Romeo, Centemero, and Misiani.
