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| LA
"BERGAMO" E LA "ANCONA"
GUERRE "IMPOPOLARI" BANCA POPOLARE DI
BERGAMO CREDITO VARESINO - BANCA POPOLARE
DI ANCONA
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| “End
of the low-value shareholders” was the title printed with huge letters
with which “Milano Finanza”, the prestigious economic weekly, announced
the coming of the so-called “Draghi Reform”.
The just as prestigious daily “Corriere della Sera” echoed it with an excellent article entitled “The Draghi Reform? The first step towards transparency”. Thus, while the experts of economics and company law discourse on the take-over bid and on the authorisation to collect the proxies - excellent topics, although totally unknown to the large crowd of minor shareholders - the interests of the latter are completely disregarded by the majorities in which the duty to manage gets confused with the arrogance of power. Some recent astonishing examples were provided by the meetings of Santavaleria, of De Angeli Frua and especially of Banca Popolare di Ancona. The “Ancona” was doing well. One day Banca Popolare di Bergamo-Credito Varesino discovered it. Forgetting all the commonplaces according to which the Bergamasks are attached to their own traditions and valleys, the “Bergamo”'s Directors decided to leave and conquer the “centre” in the first place by taking over the “Ancona” and then the “south” with Banca Popolare di Napoli and Banca Popolare Campana. It is (highly) likely that this “raptus” was (and is) justified by a defence strategy, some sort of vaccination against the possibility of becoming the “prey” itself on the part of well-trained and powerful Italian and/or foreign banking companies. A bank that is deeply rooted in a well-identified geographical area, in fact, is a more interesting objective than one whose branches are located in many places, from the northern to the southern regions, making a superimposition more likely to take place and convergence and synergy less identifiable. Whatever the situation, the “Bergamo” convinced the “Ancona” that it would have been a good partner without hegemonic claims. A protocol was drawn according to which the “Ancona” would have kept its own structure, its own image and so on, with the management autonomy for many years. Thus the “Bergamo” entered the “Ancona”. After a rather short period of time, however, the “Bergamo” decided to make its leading position felt. In order to get the majority, it devised a financial engineering operation and, thanks to its 51%, it decided to take the “Ancona” inside its own kingdom denying it also its status as an autonomous province. It is clear that by “Bergamo”'s initiatives one refers to the actual power owned by an extremely small oligarchy of Directors and managers, while the vassalage forced to the “Ancona” goes towards the thousands of shareholders of this old people's bank. The “Ancona”'s Directors tried to oppose. Then the “Bergamo” resorted to a classic “game”: it made its Councillors resign to avoid that the “Ancona”'s Board of Directors could deliberate. The Meeting to appoint the outgoing councillors was called and Mr. Giuseppe Calvi, the “Bergamo”'s Vice-Chairman, underwent approval. However, the representative of the “Bergamo”'s Meeting voted against the election of their vice-chairman. They wanted all the Board to resign. They wanted to “get rid” of the Directors which represent more or less the 20,000 shareholders from the Marches to impose a group that would blindly obey. They wanted, in fact, to remove a whole series of activities and functions from the “Ancona” to reduce it to a purely executive structure to serve the “Bergamo”'s hegemonic policy. The debate of the “Ancona”'s Meeting univocally underscored the relation that created between the two banks. In order to find a way out to this situation, an arbitration was set up. Meanwhile, however, the “Bergamo” crippled the “Ancona”'s activities, by availing itself of an agreement clause that any decisions of the “Ancona”'s Board of Directors require the presence of at least two Councillors representing the “Bergamo”. The problem was that only Mr. Martinez kept his position inside the “Bergamo”'s Board: all the others resigned. So? Paralysis. This is the diktat imposed by Bergamo. If the banking business is “plastered”, isn't this a damage for the “Bergamo”, too? Of course it is. The logic of those who are (or think to be) stronger, rules out any hesitation. Of course we won't scandalize, but the “Milano Finanza”'s title that we mentioned before makes us laugh. End of the low-value shareholders? Rather, what happened between the “Bergamo” and the “Ancona” induces us to reflect upon the role played by Emilio Zanetti as the Chairman of Banca Popolare di Bergamo-Credito Varesino. Zanetti personally managed this bank for many years. And he did it with determination and competence, too. The astonishing thing is that he was the person who set up and promoted this “illogic”, “irrational” and counterproductive conquest “campaign”. Maybe it is not meaningless that the always well informed “Milano Finanza” wrote “Chairman Giorgio Frigeri” in a note on October 11, 1997. Thus, did Zanetti give up (of his own or other people's will) his power crown? As a matter of fact, the “clash” wanted and accomplished in Ancona, is not suitable for Zanetti, it rather fits Frigeri. The General Manager with top responsibility tasks must be blamed for the less than mediocre returns of a structure that, as a holding company, is made up of 5,000 employees and 300 operative branches. As a group, the staff exceeds 7,000 units, the subsidiary offices are over 430, and the investments exceed 19,000 billion lira. The balance sheet of the “Bergamo”, in fact, saves itself thanks to the financial management that is quite different from the technical results. We are re-reading Cicero's “De Senectute”. We hope that Zanetti, who is over 60, did not do what the ancient orator said: “I have already lived my life: now the young do their part”. It would be a pity. Besides, if the young are people like Frigeri... Between the “Bergamo” and the “Ancona”... an “unpopular” war.
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