Over the last few years, corporate governance has been the key factor in a process which has seen the termination of the historical shareholders' agreement in favour of the growing presence of institutional investors and, at the same time, the evolution of the Board of Directors.
The presence of institutional investors in the shareholding structure has increased: they now make up 75% of shareholders. The historical shareholders' agreement was terminated on 31 December 2018, and the consultation agreement signed on 20 December 2018, which groups together 12.6% of the capital for a duration of three years, does not make provision for share restrictions, bringing Mediobanca's free float to 100%.
The characteristics of the Board of Directors are in line with international best practice. According to the amendments to the Articles of Association approved in 2015, the number of Directors was reduced to 15, compared to 18 previously; the number of Directors elected by minorities rose from one to two; the criteria for defining the independence of the Directors were tightened with respect to the provisions of the legislation; the number of group managers who can sit on the Board was reduced from five to three. These amendments led to a more streamlined Board of Directors, with greater minority representation and a higher number of non-executive and independent directors. At the same time, progress was made on gender diversity to align with the regulations and recommendations of the Code of Corporate Governance, so that the less represented gender accounts for one third of seats on the Board.
This process of evolution takes another step: for the first time, the outgoing Board of Directors has the faculty to present its list of candidates for renewal, which could be carried out at the shareholders’ meeting called to approve the financial statements as at 30 June 2020.
The strengthening of governance and increasingly greater relevance of ESG (Environmental, Social and Governance) criteria has prompted us to create, at the end of 2019, an internal CSR Committee, in addition to the pre-existing Sustainability Committee at managerial level.