Anima, the board of directors proposes changes to governance to favor Grieco bis. Criticism from proxies

MILAN – A listed asset management company that invests 192 billion euros of client money in other listed companies should be an example of governance. But Anima Sgr, if on Thursday 28th the assembly approves the statutory changes proposed by the board of directors, will equip itself with two elements of à la carte governance which are in contrast with the Self-discipline code on good corporate governance. The first allows the board of directors to bring together the members «even exclusively by electronic means, even omitting the indication of the physical location of the meeting”. A passage that understands the assembly meeting practices widespread during the pandemic: but which has faced numerous criticisms from institutional investors from all over the world and their associations, who are increasingly inclined towards the convening method “hybrid”, which allows you to participate in shareholder meetings both remotely and in person. Among other things, the possibility of participating also – but not “exclusively” by electronic means is a faculty provided for by the current statute of Soul.

The maneuvers to favor an encore by President Grieco

The other proposed amendment removes from the requirements for the appointment of a president with “independent” status the fact that “he has been a director of the company or its subsidiaries for more than nine financial years, even non-consecutive, in the last 12”. A clear principle: and which – coincidentally – will touch Patrizia Grieco if in 2026 he aspires to a second term as “independent” president of Anima. Grieco, from 2021 also president of Assonime which represents all Italian listed companies, was already a director of Anima in 2014, then in 2020 he became president of MPS (among the founding members and who still distributes products of Soul on its banking network), while since 2023 he has been president of Anima. Issa global leader in voting advice to institutional investors, spoke out against the two proposals on March 12, writing that they “could limit shareholder rights.”

Proxy advisors broken down, the word to the big partners

Also his rival Glass Lewis criticized them, arguing: «In adherence to the Corporate Governance Code we believe that a tenure on the board of more than nine years can compromise the independence of a director, and an independent chairman is more qualified to supervise executive members and promote shareholder rights». Nonetheless, Glass Lewis has urged customers to support the changes proposed by the board, on the grounds that they will not have a significant impact on the governance of Soul. On Thursday it will be up to the members to decide whether the governance principles, and the congruity with the Code that contains and enunciates them, still matter. The major shareholders of Anima are Banco Bpm (21.7%), Poste Italiane (11.6%), Italian Strategic Fund (9.4%), Caltagirone (3.3%)then the slice that concerns the “market” and retail shareholders, with almost 50%.