UniCredit backs consultation on Mediobanca governance

MILAN (Reuters) - UniCredit (CRDI.MI), the top shareholder in Italian merchant bank Mediobanca (MDBI.MI), backs involving Mediobanca executives in changes to its two-board structure, UniCredit Chairman Dieter Rampl said on Monday.

The stance highlights differences between UniCredit, Italy's biggest bank by market share, and Cesare Geronzi, the head of the powerful investment bank's supervisory board, who wants to scrap the current two-board system in a bid to curb management's power.

The strategic committee of UniCredit's board backed Chief Executive Officer Alessandro Profumo's call for involving Mediobanca management in any changes in governance, Rampl said in a statement.

UniCredit's agreement to changes "will depend on a thorough and exhaustive analysis of their implications and the full involvement of Mediobanca's management in the process, in order to guarantee the good functioning of the company and the creation of value for all its stakeholders," Rampl said.

UniCredit owns 8.7 percent of Mediobanca. The bank has been at the centre of Italian finance since it was founded just after World War Two and has investments in many key Italian companies.

Mediobanca replaced its single-board structure last year to separate management from its biggest shareholders, many of them banks.

In Paris, Mediobanca board member Vincent Bollore said the bank should return to a single-board structure. He owns just under 5 percent of the bank.

Italian commentators have speculated that Commerzbank's (CBKG.DE) purchase of Germany's Dresdner Bank DRSDgd.F from Allianz (ALVG.DE) in a $14.5 billion deal could tip the balance of power among Mediobanca shareholders in UniCredit's favour.

Commerzbank holds 1.71 percent of Mediobanca, and Allianz owns 2.37 percent of UniCredit.

Shares in Mediobanca closed down 0.86 percent at 9.656 euros. The DJ Stoxx banks index was down 0.23 percent.

(Additional reporting by Matthieu Protard in Paris, editing by Will Waterman)