Mps, Glass Lewis promotes the board of directors' list

After Iss comes Glass Lewis' green light for the Mps board of directors' list. With some distinctions, however. In fact, the proxy advisor suggests that shareholders vote for the list proposed by the outgoing board of directors in the Monte Monte assembly that will have to renew the board, inviting them to support both the CEO candidate Fabrizio Palermo and the presidential candidate Nicola Maione.

"Despite the challenges identified, the slate proposed by the outgoing board appears best positioned to provide a balanced and stable governance framework during a period of strategic transition," reads the Glass Lewis report. In its analysis it identifies a situation 'not without its criticalities'. "The company's handling of the process, including the initial lack of clarity regarding the leadership transition, may have contributed to a degree of uncertainty for shareholders. More generally, the current contention highlights a period of increased complexity for Mps, during which a stable and effective governance framework will be particularly important." "In this context, both Fabrizio Palermo and Luigi Lovaglio seem to present credible profiles for the role of ceo, albeit with different positioning in terms of continuity, future-oriented leadership and associated risk profiles. Notwithstanding these considerations, the decision to pursue a change of leadership falls within the legitimate remit of the board of directors,' Glass Lewis further states, 'and appears to have been based on considerations that go beyond operational performance alone.

According to the proxy, 'the process followed' in preparing the list, 'which includes the evaluation of multiple candidates and the involvement of external advisors, suggests a structured approach to succession planning. In addition, shareholders will retain the ability to express a specific preference through the selection of individual candidates from the board-supported list'. "Although the emphasis placed" by the Plt Holding list that reappointed former CEO Luigi Lovaglio "on continuity of leadership may be reflected by some shareholders, the validity of this outcome does not appear to be sufficiently well-founded at the moment". The proposal to reinstate the outgoing CEO, whose exclusion from the board's list 'was supported by a large majority' of the board, 'could introduce further uncertainty in terms of continuity and implementation of governance in a delicate phase for the company'.

Moreover, despite the fact that 'an independent representation' such as Assogestioni's list 'may represent a constructive contribution to the overall composition of the board of directors' in the event of a 'mixed outcome', Italia's voting system only allows 'one of the proposed lists' to be voted on, and therefore for Glass Lewis the best solution for a 'stable and balanced' governance remains to vote on the board of directors' list.