|
 |
|
Matthew Vella
Investments Minister Austin Gatt, whose portfolio includes government’s 25% shareholding in Bank of Valletta, has restricted comment on the news that HSBC has seconded the nomination of a director for the BOV board elections.
HSBC chief executive Shaun Wallis seconded the nomination by Rizzo and Farrugia Stockbrokers for Paul Testaferrata Moroni Viani’s candidature for election to the BOV board of directors.
Moroni Viani is a director on the Maltacom board, where only last week fellow director Sonny Portelli was appointed to the HSBC board following the resignation of Louis Farrugia. His brother Peter Testaferrata Moroni Viani is also a HSBC director.
Minister Austin Gatt said government’s views as a shareholder were conditioned by the rules of association of BOV. “The Minister is not the regulator of the business sector,” a spokesperson said. Last week, Wallis told Business Today the bank had asked BOV whether it had any objections before seconding the nomination. He also said there was no “strategic move” or intention by HSBC behind the seconding of Moroni Viani:
“Simply stated, the person concerned is a leading independent businessman in Malta with an undoubted reputation and a significant involvement in an equally reputable long-established and substantial business. HSBC was asked, as a normal institutional shareholder, if we would second a nomination and after asking BOV if they had no objection, we consented.”
As a minority shareholder with 530,000 shares in Bank of Valletta, HSBC has every right to nominate directors to the six-person board. But news of the candidature has raised eyebrows over HSBC’s attempt at fielding its candidate on a rival bank’s board, mainly over concerns of confidentiality and access to price-sensitive information.
A spokesperson for the financial services authority said the code of principles of good corporate governance stated that directors’ primary responsibilities have to be the interest of the company and its shareholders, irrespective of who appoints them, and that they should not accept a nomination if aware of an actual conflict of interest.
The MFSA has to authorise any acquisition by Malta-licensed banks of any holdings in banks of 5% or more, which are also reported monthly to the authority. The authority said any notifications to the MFSA were confidential matters.
The Banking Act also requires credit institutions to notify the MFSA of a person’s full particulars when proposed to become a director of that institution. An MFSA spokesperson said that if the authority is of the opinion that the person is proposed is not suitable for director, it may make an order restraining them from becoming director.
Bank of Valletta has so far said it had no comment to make on the issue. Spokesperson Michael Galea said all processes relating to the nomination and election of directors were being carried out strictly in accordance with the provisions of the bank’s Memorandum and Articles of Association, and the rules issued by the stock exchange and the financial services authority.
A former non-executive director, John G. Borg-Bartolo, also a BOV shareholder, said he would be surprised if BOV doesn’t react to HSBC’s “challenge” by fielding a candidate to contest on the HSBC board next time round.
“What is substantially wrong in the local scenario is the way the Code was finalised by the MSE and then revised by the MFSA. Had they both cared to give consideration to the shareholders association’s recommendations at the time of the drafting and redrafting of the said Code, such things would surely have made matters more difficult for the greedy.”
[email protected] |
