In the season of board renewals in the Italian banking sector, one of the most interesting battles is that of Banco Bpm. The April 16 meeting is not just a formal step, but a real stress test for the new governance of Italian public companies, amid shareholder activism, proxy advisor recommendations, and the first concrete applications of the Capitali law.
THREE SLATES, BUT THE BATTLE IS PLAYED ON THE MINORITIES
On paper, the contest is among three: the outgoing board slate, which confirms Giuseppe Castagna as CEO and Massimo Tononi as chairman, the one presented by Crédit Agricole, and that of Assogestioni. But it is especially on the minority front that the most delicate battle is measured.
As highlighted by Repubblica, the real shareholder meeting dynamics play out in the “chase” between the French and the funds, with Crédit Agricole starting from a position of strength, thanks to a stake exceeding 20% of the capital and the recent ECB approval to increase up to 30%, thus consolidating an even more significant potential leverage on shareholder meeting balances.
It is an element that radically changes the balances. Because, with two minority slates in the field, a dispersion of votes could occur that will affect not only minority representation but also the final weight of the board slate. In other words, it is not excluded that the competition among minorities could end up influencing the majority’s stability.
THE CAPITALI LAW FACTOR: MORE REPRESENTATION, MORE UNCERTAINTY
Also impacting the balances is the new Capitali law, which introduces a more complex and, in some respects, less predictable seat allocation mechanism.
The number of directors allocated to minorities can vary significantly based on the overall consensus gathered, ranging from three up to six seats. A system that expands space for non-controlling shareholders but at the same time makes any prediction about the final outcome of the meeting difficult.
Not only that. If the board slate were the most voted, a second vote on individual candidates would be triggered, open also to those who did not support that slate. A step that introduces an additional element of uncertainty: in theory, even key figures such as the CEO or chairman might not be among the top vote-getters.
It is precisely this mechanism that has been indicated as one of the possible critical points of the new regulatory framework. As noted by Walter Galbiati on Repubblica, the risk is of less linear governance for public companies, with wider margins of intervention for minorities and a higher level of uncertainty compared to the past.
PROXY ADVISORS: SUPPORT FOR THE BOARD, BUT NOT WITHOUT RESERVATIONS
In this complex scenario, the proxy advisors’ indications also arrive. Both Iss and Glass Lewis have recommended voting for the outgoing board slate, considered the most suitable to ensure managerial continuity.
The logic is clear: in recent years no governance issues have emerged at the bank and confirming the current setup – with Tononi as chairman and Castagna as CEO – is seen as the most stable solution.
But the support is not without distinctions, especially in Iss’s case. The proxy advisor has in fact made an internal selection within the board slate, indicating nine candidates to support in the second vote and recommending voting against some names, including the designated vice chairman Maurizio Comoli and Alberto Oliveti.
The reasons mainly concern independence: according to Iss, some candidacies could weaken an overall positive setup in this regard. Not only that: Iss also urged not to support either the Crédit Agricole slate or that of Assogestioni, emphasizing how their support could subtract votes from the board slate and increase uncertainty about the final outcome.
Glass Lewis, while on a similar line, emphasized especially the predictability of the result, indicating the board slate as the best choice to reduce volatility in shareholder meeting outcomes.
CRÉDIT AGRICOLE’S MOVE: INFLUENCE WITHOUT CONTROL
While proxy recommendations aim at stability, Crédit Agricole’s strategy introduces an element of dynamism.
The French bank – largest shareholder with over 20% – has presented a slate of seven candidates, all with high-level profiles: from former Economy Minister Domenico Siniscalco to Frédéric de Courtois, a long-time manager in the European insurance sector and a key figure in the insurance dimension of the partnership between Banco Bpm and Crédit Agricole. Completing the slate are Rossella Leidi, Alessio Foletti, Nicoletta Mastropietro, Antonio Tullio, and Ivana Bonnet-Zivcevic.
Officially, the line is continuity: no intention of control, no opposition to management, no candidacy for top positions. A position clearly reiterated also in market communications, where it is emphasized that the slate “cannot determine a majority of directors.”
Yet, as already noted by Startmag , the choice to present an autonomous slate tells something more. In a context reshaped by the Capitali law, even a qualified minority can exert significant influence on the board.
Iss puts it in black and white: although not aiming for control, the potential appointment of a significant number of directors can give Crédit Agricole considerable weight in governance and send a non-neutral signal to the market.
The point is precisely this: between cautious declarations and concrete moves, the French bank seems to be building the conditions to progressively strengthen its presence, leveraging both its shareholding weight and the opportunities offered by the new regulatory framework.
THE PARADOX OF MINORITIES (AND THE RISK OF INSTABILITY)
The result is a typical paradox of this transition phase: minorities, born to guarantee balance and representation, themselves become a factor of competition and potential instability.
On one side, the Crédit Agricole slate, strong with an already significant voting base. On the other, that of Assogestioni, which captures the consensus of institutional investors and presents profiles like Giampiero Massolo, former chairman of Fincantieri and now head of Mundys, flanked by Vincenzo Delle Femmine and Karina Litvack, with experience on the boards of major groups such as Eni and Terna. In between, the board slate, supported by proxy advisors but exposed to the effects of possible vote dispersion.
In extreme scenarios – as also highlighted in proxy analyses – it cannot be excluded that a minority slate could be the most voted, with hardly predictable consequences on the composition and governability of the board.
A TEST FOR BANCO BPM (AND BEYOND)
The April 16 meeting thus configures itself as a key step not only for Banco Bpm but for the entire system of Italian public companies.
On one side, the search for continuity and stability. On the other, the growing activism of shareholders and the new rules that expand minorities’ scope of intervention.
