BPER Banca - EGM 29 January 2021
The EGM (item 1) is called to approve several amendments to BPER Banca's Bylaws regarding the mechanism for the election of the Board of Directors and the composition of corporate bodies.
In particular, it is proposed to eliminate the possibility for the outgoing Board of Directors to submit its own slate of nominees and to change the mechanism of election: if none of the slates of nominees is voted by more than 50% of the share capital, the "majority system" (all the Directors, except from 1 to 3, are appointed from the majority list) will be replaced by the proportional system.
We generally support the possibility for the outgoing Board of Directors to submit its own slate of nominees, because it may increase transparency in the process of selection of candidates. However, in our opinion the elimination of such possibility may reduce the risk of underrepresentation of minority shareholders in companies with significant non-controlling shareholders, which is the case of BPER Banca since 2019, when Unipol Group acquired a significant stake (now 18.9%). Furthermore, the proposed change from the majority system to a proportional election is effectively aimed at further reducing the risk of overrepresentation of significant shareholders on the Board.
Also considering that all the amendments to the composition of corporate bodies are in line with the Italian market's best practices and our guidelines, we recommend shareholders to vote FOR.
Bper Banca operates mainly in the banking sector, such as loans and deposits and providing credit to customers, who are mainly represented by households and small and medium-sized businesses. Through a network of companies, Co. provides a range of services to its customers in Corporate and Investment banking, Private Banking and Wealth Management, as well as a series of financial products such as leasing and factoring. As of Dec 31 2016, Co.'s network consists of 1,200 branches located in 18 Italian regions, as well as a branch office in the Grand Duchy of Luxembourg. As of Dec 31 2016, Co.'s total assets was Euro53.74 billion.
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