“First
you vote and then I will answer”. This is how Fedele Confalonieri hissed
all those who put questions and asked for some explanations about the resolutions
submitted to their approval during Mediaset's meeting. “Excuse me, Mr.
President - a shareholder dared say - but my vote is subordinate to some
explanations that must be given to me”. “Just vote as you want” was Fedele
Confalonieri's annoyed answer.
As if to say that the entire
board of directors and the majority shareholders - with Silvio Berlusconi
on top of the list - weren't absolutely interested in what minor shareholders
could think or do ! So that was what they meant by transparency and disclosure!
Mediaset - as everyone knows - owns the three television Canale 5, Italia
1 and Rete 4, but it is also the same company that asked savers a huge
amount of money by inducing them to subscribe about 126,5 million shares
that, along with the so-called institutional investors' shares, allowed
Berlusconi's Fininvest - still the majority shareholder - to earn over
1000 billion lira and Mediaset almost the same figure.
One would be induced to
write “once on shore we pray no more”, or, in other words, we cashed the
money, now minor shareholders please back off!
To tell the truth, Mediaset
and its President's style was already unquestionably evident in the notice
calling the shareholders' meeting that listed the following agenda:
“1) Resolutions regarding
the social boards.
2) Resolutions according
to articles 2357 and 2357 ter of the Civil Code”.
This “recondite” text, for
the large number of non experts - as in similar companies normally happens
- should and could have been more simply and clearly written as:
1) Integration of the Board
of Directors and of the Board of Auditors.
2) Purchase of treasury
shares”. Maybe, Mediaset thought, if we divulge that it is about purchasing
shares, people might want to know more. So we'd better say nothing. And,
to hide it further, no reports were made available in the days preceding
the meeting. Nothing! Absolutely nothing! The report - fewer than two typewritten
pages with wide side margins - was given at the meeting.
Just a few lines to illustrate
(as it should have) a considerable financial operation that should have
influenced the quotation of the stock. Thus, only the few people were at
the meeting - fewer than 30 with respect to the hundreds of thousands of
shareholders belonging to the stock ledger - knew (at the last moment)
that a purchase of treasury shares for the small figure of about 1000 (one
thousand billion!) billion lira would have been deliberated, than the board
would have been empowered to decide when to sell and when to buy, and that
it would have had the incredible discretion in the purchase and sell of
a difference equal to over or fewer than 20% (twenty per cent!) on the
reference price recorded by the stock in the exchange preceding every single
operation.
Thus, Fedele Confalonieri
asked for a blank vote regarding a 1000 billion lira operation and so wide
and strong powers.
The truth is that Fedele
Confalonieri had already agreed with important shareholders - those supporting
his board - about the operation in all its details, so that giving some
explanations to fifteen or so have-nots was an unbearable waste time for
him. Well done Fedele Confalonieri.
And a Donato Pellegrino
did well too: he represented some four million shares of the Banca Commerciale
Italiana (Comit) at the meeting but did not intervene to support those
who were being bullied.
We hope that in the report
that he certainly had to present to his superiors at Comit, Donato Pellegrino
made it clear that by supporting and advocating Fedele Confalonieri's behaviour,
Comit would have damaged its own image.
Comit's meetings, in fact,
are always a paragon of style, competence and respect of minorities' right.
It is a fact, however, that
Donato Pellegrino's silent-assent worked well for the bank it was representing.
Similar considerations must be made regarding Andrea Mayr's behaviour who,
at the meeting, was the holder of over 10 million shares of Istituto Mobiliare
Italiano.
We hope that President Luigi
Arcuti and General Manager (and former Minister) Stefano Rainer Masera
did not approve their representative's work.
And what about the silence
of Dario Trevisan and Franco Carulli who represented a large part of foreign
investors and several American investment funds at the meeting? If we mention
the respect and the attention minor savers enjoy in the United States,
we are induced to believe that Dario Trevisan and Franco Carulli are neglecting
to refer their representatives about Fedele Confalonieri's methods.
Judging by the way the meeting
went, that took place in a television studio at Cologno Monzese, one would
expect to see the sign “Welcome to the joke show, minor shareholders!”
at the end of the meeting.
In the name of freedom of
information always called for, Mediaset actually “darkened” its shareolders.
We hope that Mr. Berlusconi was properly informed by his son Pier Silvio
and his daughter Marina who represent him at Mediaset's Board of Directors.
|
|
The
President of Mediaset,
Confalonieri
Fedele.
|
Only Italian
Italian - English
Mensile di Economia, Attualita` e Cultura
