FinecoBank - EGM 18 February 2020
In item 1, the Board proposes to ratify the appointment of Mr. Andrea Zappia as non-executive Director. Mr. Zappia currently serves as Chief Executive Continental Europe at Sky Group. He is independent from FinecoBank and its shareholders. Also taking into account his professional background and aggregate time commitments, we recommend that shareholders approve his appointment.
In item 2, the Board of Directors proposes several amendments to the Bylaws, related to the mechanism of election and the composition of the Board, to reflect FinecoBank's new status as a public company, after the sale of UniCredit's entire stake of 35.3% in 2019. Main proposed amendments are:
- entitling the Board of Directors to submit a slate of nominees,
- increasing the number of Directors to be appointed by minority shareholders from 1 to 2 (3 if more than one "minority slates" are submitted), and increasing the number of Directors to be appointed by minority shareholders from 1 to 2 (3 if more than one "minority slates" are submitted), and
- to provide that the majority of Board members shall be independent according to the definition of the Italian Corporate Governance Code.
In our opinion, the "slate of nominees" voting mechanism does no longer reflect the ownership structure of large Italian companies, and the legislation should move towards the individual appointment of Directors. However, as long as the "slate of nominees" mechanism is compulsory, we consider it a best practice to allow the outgoing Board to submit its own list of candidates, especially in companies with a highly dispersed ownership, as it may prevent an overrepresentation of the major shareholders. We also appreciate that the Board proposes to increase the number of members to be appointed by minority shareholders, and that a majority of Directors shall be independent, going beyond the Italian Corporate Governance Code's recommendation of at least one-third of independent members. Therefore, we recommend approval.
FinecoBank Banca Fineco SpA is an Italy-based bank. The Company is the unit of the UniCredit Group. FinecoBank Banca Fineco SpA provides commercial banking services in the domestic market. The Company offers traditional and professional banking services, such as private banking, home banking, trading online, telephone banking and short message service (SMS) banking, among others. FinecoBank Banca Fineco SpA provides various banking and financial products, including trading of financial instruments, currency trading, portfolio management, investment consultancy services, transaction services, brokerage services and credits, among others. The Company's portfolio comprises products and services for individuals and business clients.
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