Banks

Mps, new rules for the board of directors: 'We want to give more dividends'

Among the new features of the statute is also the possibility for the assembly to raise the ceiling of the variable part of remuneration from a ratio of one to one to two to one with the fixed part, in order to 'maintain competitiveness in the market' to attract strategic personnel

3' min read

Translated by AI
Versione italiana

3' min read

Translated by AI
Versione italiana

"An alignment" of the statute to take into account the "new group profile" and the "position" of Monte dei Paschi "in the banking context" after the takeover of Mediobanca. As a result of which Siena has consolidated its path to recovery, transforming itself into a larger, capitalised, profitable bank with a shareholding structure revolutionised by the downsizing of the Mef and the rise in capital of the Caltagirone group (10.26%) and Delfin (17.5%).

This is how the Mps board of directors justifies the need to revise the articles of association in the report prepared for the shareholders' meeting on 4 February, which will have to vote on a series of changes, including the adoption of the board of directors' list, the lowering of profit reserves to 5%, the raising of bonus ceilings, and the removal of term limits for directors.

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The introduction of the board of directors list, Mps explains, ensures 'greater flexibility of the election mechanism' of the board and takes into account 'changes to the shareholding structure', with 'the loss of control' of the Treasury.

The board of directors' list, increased by one-third of the directors to be elected and approved by a two-thirds majority, as required by the Capital Law, must be filed 40 days before the date of the shareholders' meeting and 15 days before the deadline for shareholders to submit their lists.

The distribution of seats on the council will take place according to the quotient method, but the list that came first will be reserved at least 'half plus one of the directors', while minorities will be guaranteed 'at least two councillors', so as to safeguard both 'the need for governability' and 'the protection of minorities'.

If the board slate wins, the minorities, who will chair the risk committee, will be entitled to at least 20% of the board seats even with less than 20% of the votes, while above that threshold, representation will be proportional.

Shareholders who did not support the board of directors' list will also take part in the vote on the individual candidates, the introduction of which offers an alternative to the majority shareholder lists, which the ECB has precluded Delfin and Caltagirone from voting for. The abolition of the statutory reserve of 25% and the halving of the legal reserve from 10% to 5% are motivated by the need to be able to distribute 'a greater share of profits' in the form of a 'dividend', thanks to the 'strengthened financial and patrimonial situation' and the 'improvement in profitability' of Monte.

For the board of directors, there are 'the prerequisites for significant value creation' and 'solid shareholder remuneration', on which Siena has already committed to a pay-out 'of up to 100 per cent' of net profit.

Among the innovations in the articles of association is the possibility for the shareholders' meeting to raise the ceiling of the variable part of remuneration from a ratio of one to one to two to one with the fixed part, so as to 'maintain competitiveness in the market' in order to attract strategic personnel.

The proposal to eliminate the three-term limit, which will allow the re-election of chairman Nicola Maione, also brings Mps into line with 'other leading Italian institutions' by focusing the choice of candidates 'on their experience, skills and professionalism'.

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