MPS completes governance structure; Corrado Passera joins nomination committee

(Alliance News) - Banca Monte dei Paschi di Siena has finalized its governance framework with the appointment of the four remaining internal committees. Among the key developments emerging from the board meeting led by Chairman Cesare Bisoni and CEO Luigi Lovaglio is the appointment of former Intesa Sanpaolo chief Corrado Passera to the nomination committee, a pivotal body for the bank's management.

During the previous session, according to Corriere della Sera, the board had attempted to involve minority representatives, who had initially declined. This time, Passera accepted the role, joining the four majority directors already designated following the late April shareholders' meeting. Holding eight out of fifteen board seats, the majority proceeded with its decisions, while minority members opted for active participation.

The most contentious moment involved Carlo Vivaldi, a board member of Banca Mediolanum. Invoking bylaws that mandate immediate forfeiture of office for those holding positions in competing institutions, the board ordered his removal. His seat will now be allocated to a representative from the minority list: Gianluca Brancadoro is the primary candidate, with Alessandro Caltagirone as an alternative.

Minority representatives described a heated atmosphere during board proceedings. Some members reportedly filed a complaint with Consob regarding the conduct of the new board's inaugural meeting, although several key signatures, including those of Passera and Vivaldi, were notably absent.

Despite the friction, minority directors have decided to cooperate 'with a sense of responsibility,' given the challenges facing the bank. With a market capitalization of approximately EUR27 billion, MPS must navigate critical dossiers, including the merger with Mediobanca slated for completion by December. The transaction is being closely monitored by the European Central Bank, which has already approved the industrial plan presented by Lovaglio.

On the minority front, another significant move involves Fabrizio Palermo, initially touted as a potential CEO candidate. He joins the related party transactions committee alongside Flavia Mazzarella and Patrizia Albano. This strategic body is tasked with reviewing sensitive matters, such as the 86.3% stake in Mediobanca destined for merger and, prospectively, the holding in Assicurazioni Generali, of which Mediobanca owns 13.2%. Palermo already holds a similar role at Generali as chairman of its related party transactions committee.

Minority members will chair only one committee: Paolo Boccardelli will lead the IT and digitalization committee alongside Carlo Corradini and Paola Leoni Borali. The risk committee will be chaired by Corradini, joined by Livia Amidani Aliberti, Antonella Centra, Paola De Martini, and Massimo Di Carlo. The remuneration committee consists of Amidani Aliberti as chair, Centra, and Leoni Borali.

Finally, the Supervisory Body required under Decree 231/2001, responsible for monitoring administrative offenses, has been established. It comprises former Monte dei Paschi chairman Nicola Maione and two external professionals: Romina Guglielmetti, acting as chair, and Gianluca Tognozzi. Meanwhile, the presentation of first-quarter results for both Monte dei Paschi and Mediobanca has been rescheduled from May 7 to May 11.

By Chiara Bruschi, Alliance News reporter

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