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Shareholders in Mediobanca have backed a slate of directors proposed by the Milanese lender’s outgoing board, marking a victory for management in its power struggle with leading shareholders.
Investors handed longstanding chief executive Alberto Nagel and chair Renato Pagliaro new three-year terms at the helm of the Italian investment bank.
Saturday’s vote pitted candidates led by Nagel and Pagliaro against a minority list of five directors proposed by the bank’s largest shareholder, the billionaire Del Vecchio family’s holding company Delfin.
The board-endorsed candidates were supported by shareholders representing 40.4 per cent of the share capital, handing them 12 seats on the board.
The Del Vecchios’ company had sought to secure as many as a third of the seats on the 15-strong board, as part of a push to shake up the management of the bank.
Delfin’s slate was backed by shareholders representing 32 per cent of the share capital. Delfin holds almost 20 per cent of the shares in Mediobanca, while building tycoon Francesco Gaetano Caltagirone, who supported the slate, holds roughly 10 per cent.
Although Delfin had the support of Caltagirone — also a top shareholder in Italy’s largest insurer, Generali, alongside Delfin and Mediobanca — proxy agencies advised shareholders to back the Mediobanca-endorsed candidates, and the minority slate ultimately secured only two seats.
“This result far exceeds our most optimistic expectations,” Nagel said, “which means there’s been a general appreciation of both our governance and business proposals.”
A person close to Delfin said the outcome was a “positive one and the elected board members will certainly make a constructive contribution to Mediobanca’s future development”. Insiders said its priority was to replace both Nagel and Pagliaro by the end of the new three-year board term.
Although Delfin has put pressure on Mediobanca to refresh its board and take a bolder approach to expanding its wealth management and investment banking businesses, Mediobanca this week unveiled record quarterly profits.
Net profits for the three months to the end of September were €351mn, boosted by performances in its wealth management and insurance units. That was a 34 per cent rise compared with the previous year.
Analysts and insiders have suggested machinations at the top of the prestigious Italian bank may be linked to a similar battle for control of Generali, which pitted Caltagirone and Delfin against Mediobanca last year.
A fragmented Mediobanca board would have helped Caltagirone, who is expected to have a second run at overhauling the management of Generali in 2025. Mediobanca is the largest shareholder in Generali.
“We will always be open to dialogue and suggestions coming from shareholders, especially the most important ones,” Nagel said.
