Not everything is as it seems. Or maybe yes, but only in part. The resignation of Fabrizio Palermo from the board of Monte dei Paschi di Siena, announced late last night due to disagreements “regarding governance,” can be seen as a new shake-up in the bank’s internal balance. But behind the manager’s exit – who had been the CEO candidate on the outgoing board’s list, challenging Luigi Lovaglio and the Plt list, which ultimately won – more complex dynamics can also be glimpsed. Especially because, within the board’s mechanisms, the departure opens the door to Alessandro Caltagirone, son of Francesco Gaetano.
BETWEEN FORMAL REASONS AND THE BOARDROOM CLIMATE
The official version remains what was delivered to the market. Fabrizio Palermo, independent director and member of the committee for related-party transactions, resigned with immediate effect due to disagreement with the “recent decisions regarding governance.”
A phrase that says a lot and at the same time little. Because behind it moves a context more tense than it seems. The past days had been marked by frictions over the role of minority directors and the management of information flows.
According to financial sources cited by Adnkronos, one of the issues concerns Consob dossiers related to activities and authorizations from the previous management: documents requested but not provided, or at least not shared in a manner deemed adequate.
The point, more than technical, is about internal balance. Palermo had come to the idea that he could not fully exercise his role: limited access to information, limited involvement in committees, highly centralized decision-making processes. A stance that, according to reports, was not isolated but shared by other minority representatives as well.
THE ISSUE OF COMMITTEES AND THE VIVALDI TRANSITION
To understand the extent of the tensions, one must look at the formation of the internal committees, a key step after the April assembly and after CEO Lovaglio and Chairman Bisoni refused to grant the minority any vice presidencies.
Here the real power geography was defined. The majority retained control of the most important positions, while the minority was granted limited spaces. A coexistence that, more than peaceful, appears as an operational truce.
Within this balance also fits the Carlo Vivaldi case. His removal, due to incompatibility with his role at Banca Mediolanum, was one of the most delicate moments in the early phase of the new board.
But rather than closing a chapter, that event opened others. Because it reactivated the replacement mechanism and, with it, the possibility to redefine – at least in part – the power dynamics within the board.
NEW ENTRIES AND RECONFIGURED BALANCES
At this point, the game moves to another level. Gianluca Brancadoro, a jurist with solid experience in the banking and financial world, is expected to replace Vivaldi. A technical profile, but with professional ties – such as consultancy for Acea – placing him close to the Caltagirone area.
For the seat left vacant by Palermo, the list points to Alessandro Caltagirone. An entry that, if confirmed, would carry significance beyond a simple replacement.
The Caltagirone group is one of the major shareholders of the Sienese bank and continues to operate on multiple fronts. Moreover, the link with Acea is emblematic: Caltagirone holds 5.45%, while Palermo is CEO and is heading towards possible reconfirmation in the new board to be voted at the June 3 assembly.
GENERALI IN THE BACKGROUND OF THE GAME
There is also another level, less visible but decisive. Fabrizio Palermo remains a director at Generali, where he represents the minority list supported precisely by the Caltagirone group and where he chairs the committee for related-party transactions.
A role that carries weight. Also because Generali is a central node in the broader financial game revolving around Mediobanca. Piazzetta Cuccia is an important piece on Mps’s chessboard. CEO Luigi Lovaglio is pushing to accelerate the merger, while the board’s balances remain in flux.
