And they lived happily ever after…
The extraordinary and annual general meeting of Hellenic Bank’s shareholders, which is to take place on Wednesday, is expected to be the beginning of the end of the Bank’s behind the scenes board moves following last March’s capital increase. The outcome of the meeting will determine, to a wide extent, whether there will be administrative peace at the bank over the coming years.
Both major and minor shareholders will be asked to vote first at an extraordinary general meeting on new amendments to the constitution that primarily concern the appointment of temporary directors and then, at the ordinary general meeting, those whom they consider to be most suitable for the 11 non-executive positions of the Board of Directors.
Bank CEO Ioannis Matsis and CFO Lars Kramer, who are seeking seats on the Board of Directors, are considered to be already elected since they only need to get more positive than negative votes irrespective of whether other candidates get more positive votes.
Beyond that, the remaining 11 positions are contested by both current directors and new candidates. Of the current non-executives, eight are seeking re-election, five of whom are considered independent. They are Stephen John Albutt, Demetrios Efstathiou, Irena Georgiadou, Evripides Polycarpou and Andrew Charles Wynn. Non-independent non-executives seeking re-election are: David Wallen Bonanno (Third Point), Marianna Pantelidou Neophytou (Wargaming) and Kristopher Richard Kraus (Pimco).
In addition, eight new persons are seeking non-executive positions, of which seven are independent. They are Zion Bahloul, John Charles Crystal, Marco Comastri, Ioannis Georgoulas, Kyriaki Pylia, Michalis Spanos and Christos Themistocleous. Marios Maratheftis has been nominated as non-independent (Demetra Investment).
The bank’s constitution stipulates that half of the board members, plus one, should be independent. If eventually the board of directors appoints the maximum number of directors, that is 13, then seven of them should be independent.
Informed sources said that in theory, and if there is a gentlemen’s agreement among the bank’s big shareholders, six of the positions will be filled by the two executives and those non-independents representing each major shareholder, namely David Wallen Bonanno (Third Point), Marianna Pantelidou Neofytou (Wargaming), Kristopher Richard Kraus (Pimco) and Marios Maratheftis (Demetra Investment).
The independent directors’ battle and the role of temporary ones
The remaining seven seats on the board will be filled by current directors and new independent candidates, with indications that the majority of seats will be taken by new nominees, even though nothing can be certain.
However, the fact that minutes only before the ordinary general meeting, an extraordinary one will take place to regulate the appointment of temporary directors indicates that the Bank is getting ready for significant changes in the setup of the board of directors. Temporary directors will essentially be selected from current ones who will not be re-elected to fill the positions of newly-elected ones till they get the required approvals from the competent supervisory authorities.
Resolutions to be approved by the shareholders at the extraordinary general meeting before the scheduled one stipulate that first to be nominated as temporary directors will be those candidates who received most of the votes following the 13 newly-elected board members. If the runner ups do not accept temporary seats, the Board is entitled to ask independent members who had been on the Board but did not seek re-election to take part under the status of temporary directors.
Who will preside over?
An issue to arise the day after the general meeting is who will take the post of chairman of the Board of Directors since current President Youssef A. Nasr is not seeking re-election. The chairman of the board should be independent.