Ahead of the April 15 shareholders’ meeting, the temperature is rising at Mps. And it’s not just a metaphor. In Siena, one of the most thrilling chapters of the banking risk game is unfolding, as well as one of the most complex governance battles in recent years, involving proxy advisors, European supervision, institutional funds, pension funds, and shareholder conflicts. On the table is not only the renewal of the board of directors but also the future leadership of the group amid the integration with Mediobanca. And above all, one question: who really calls the shots at Rocca Salimbeni?
THE PROXY ADVISORS’ GAME: ISS SPLITS THE FRONT
One of the latest developments came from Iss (Institutional Shareholder Services), the leading global proxy advisor – that is, the consultant who guides the voting of large institutional funds. And in Siena, they count a lot: over 50% of the capital is held by international investors.
Iss’s verdict appears straightforward at first glance: support for the outgoing board’s list. But this is precisely where the short circuit occurs. Because the same advisor recommends rejecting several key candidates on the list, starting with chairman Nicola Maione and Domenico Lombardi, a central figure on the nominations committee as an economist also close to Meloni’s circles. The issues concern the process: transparency deemed insufficient, succession planning judged lacking, and unclear responsibilities.
Not only that. Iss also expresses reservations about other sensitive profiles: Alessandro Caltagirone junior is considered “not independent,” while the only remaining candidate from the board’s list, Fabrizio Palermo – regarded as close, as reported in recent days also by Startmag, to shareholder Francesco Gaetano Caltagirone – is weighed down by an assessment of a lack of “direct managerial experience in a banking institution comparable to Mps combined with Mediobanca.” A judgment that touches on two raw nerves: the board’s autonomy and the adequacy of the skills to lead the new Mps.
A position that, rather than clarifying, complicates matters. And indeed it triggers reactions from all players involved.
On one side, Mps strongly defends its actions: the selection process is defined as “structured, rigorous and transparent”, with the support of independent advisors and in compliance with regulatory requirements. Maione and Lombardi, the bank insists, are “qualifying elements” and continuity safeguards in a very delicate phase.
On the other side, Plt Holding of the Tortora family – which holds 1.2% of Mps and presents the alternative list with Luigi Lovaglio as candidate – attacks head-on: Iss’s recommendation would generate “maximum uncertainty,” because the voting mechanism could lead to a board without a chairman, with an unpredictable composition and without clear leadership. A paradox, in short: supporting a list and at the same time dismantling it piece by piece.
PALERMO AND THE EXPERIENCE AT CDP
One of the central issues of the clash concerns the choice of the new CEO. The outgoing board has indicated Fabrizio Palermo, a manager with a solid profile but not strictly banking: CEO of Cassa Depositi e Prestiti between 2018 and 2021 and current head of Acea, his path has been developed in regulated contexts and complex operations, but without direct experience leading a commercial bank.
And this is precisely where the ECB comes into play. As reported by numerous national and international press sources, Frankfurt has expressed doubts about his direct banking experience, a key element in assessing fitness and propriety requirements (“fit and proper”). The ECB, in fact, does not consider experiences like that at CDP equivalent to leading a real bank. Even though CDP – where Palermo in recent years has been CFO, CEO, and general manager – is supervised also by the Bank of Italy, the ECB, and Consob, it is a regulated financial intermediary and has been subject since 2004 to informational supervision by the Bank of Italy and is classified in the harmonized statistics of the European System of Central Banks as “other monetary financial institution.”
ANALYSIS BY THE FORMER BANK OF ITALY OFFICIAL
The issue is far from technical and also touches on the European supervisory model: prior authorization or subsequent control, as reconstructed today by Salvatore Rossi, former director general of the Bank of Italy, in La Stampa.
In the first case, the candidate is evaluated before the appointment; in the second, typical of Italy, the check comes afterwards. A system that – the journalist notes – risks creating uncertainty and tension: a manager is appointed and only afterwards is it discovered whether they are truly suitable. Not by chance, Rossi suggests that the ex ante model would be preferable because it reduces reputational risk and ambiguities.
In the case of Mps, the point is exactly this: Palermo will be evaluated only after the possible appointment on April 15. And in case of objections, the ECB could impose conditions or even block the appointment.
Not by chance, according to Adnkronos, the ECB’s silence at this stage is interpreted as a signal: no intervention before the meeting, but maximum attention afterwards. An established practice that avoids influencing the vote but leaves all options open.
LOVAGLIO DOES NOT GIVE UP: THE CHALLENGE REMAINS OPEN
Meanwhile, Luigi Lovaglio – excluded from the board’s list and then “reemerged” on the Plt list – does not back down an inch.
On the contrary, he doubles down. “I am confident that my commitment will be recognized by the market,” he tells Bloomberg TV, claiming the results of the last four years and the solidity of the industrial plan. A plan that, he assures, “will not be changed” and promises up to 16 billion in remuneration for shareholders.
Lovaglio insists on a key point: continuity and execution. In a delicate phase like the integration with Mediobanca, changing leadership would be a risk. And regarding the Milan Prosecutor’s investigation, he downplays it: it does not represent an obstacle to his possible re-election.
Behind the scenes, however, the clash is deeper. As reported by Startmag, the break between Lovaglio and part of the board – particularly the area close to Francesco Gaetano Caltagirone – would reflect strategic divergences, also on the fate of the stake in Generali and on power balances in the new Mps. The feeling, as observed by Bloomberg, is that of a bank still exposed to power dynamics rather than a coherent industrial strategy.
ENPAM (ALMOST) PULLS OUT OF THE CAPITAL
Alongside the governance battle, the shareholding is also moving.
Enpam – the pension fund for doctors and dentists, one of the main Italian institutional investors – has almost wiped out its stake in Mps, dropping from 1.34% to less than 0.3%. A significant decline that reduces its weight at the April 15 meeting.
The choice comes after turbulent months. Enpam had been among the entities supporting the Mediobanca operation, together with other pension funds. A role scrutinized by the Milan Prosecutor’s Office in the takeover investigation, although – as clarified in a hearing at the end of February by Deputy Prosecutor Roberto Pellicano – the pension funds are not under investigation.
Now, however, the entity cashes in the capital gain and steps aside, leaving the field to the large international funds.
WAITING FOR GLASS LEWIS AND THE FUNDS FACTOR
After Iss, all eyes are on Glass Lewis, the other major global proxy advisor, whose opinion is expected by the end of the week.
According to various reconstructions, it is unlikely to differ sharply from Iss. And this would further strengthen the position of the outgoing board, also because the alternative front appears fragmented.
The real swing factor remains the international funds. And for them, more than personal dynamics, one element counts: governance stability. In a bank engaged in a complex integration and under the scrutiny of European supervision, uncertainty is the number one enemy.
On April 15, more than a simple board renewal, it will be a decisive moment to understand which direction Mps will really take.
