Enel, the consultant of the Glass Lewis funds rejects Scaroni and promotes Mazzucchelli

TURIN. The indications of the proxi advisors continue to arrive in view of the Enel assembly called on May 10 to renew the top management and which sees a battle looming with the funds over the appointments. Today is the turn of the indications of proxy advisor Glass Lewis who rejects the MEF list and advises Enel shareholders to vote for the list presented by Assogestioni representing 1.86% of the capital with a separate vote on the president. In fact, the note published this morning reads that for the presidency Glass Lewis recommends carrying out a separate vote from the list of the board of directors and voting for Marco Mazzucchelli (Covalis list) president and not Paolo Scaroni because it could «better safeguard the independent supervision board level and serve as the best counterweight to the presence of the CEO. As for the board of directors, Glass Lewis believes that some of Covalis’s arguments regarding the opacity of the MEF’s list formation process are well founded but that the list filed by Assogestioni is the best qualified to represent the interests of the market.

“In our view, some of the concerns raised by Covalis about the opacity of the decision-making process appear well founded. However, this seems to be an intrinsic feature of the Italian list system when nominations are made by shareholders. Companies will conduct board reviews, identify desired skill mix and provide guidance on optimal board composition. However, ultimately it will be up to shareholder advocates to identify the candidates. with international best practices”. However, he underlined how «in this regard, the presentation of lists by outgoing boards of directors has become an emerging best practice, with greater attention paid to information on the process followed by the boards to identify the most suitable successors» and points out «that the process for the identification of candidates by the Ministry of Economy and Finance is dictated by law (Directive No. 31 January 2023), and provides for the use of external consultants”.

In this case, however, “we are questioning the MEF’s choice to include two candidates not considered independent, in addition to the proposed CEO. This choice appears to be in contrast with the previous course in the company. At the election held at the 2020 assembly, the MEF had presented a list of candidates in which all candidates were independent, except the CEO.