The summer sequence is a perfect storm: the waters are more than rough in the Abbanoa headquarters. The one-two of boxing memory is nothing compared to the sentences that fell like a Ferragostana gragnola on the society that governs the water of the Sardinians. In this glimpse of scorching heat, for the top of the water team, there is no time for beaches and umbrellas.
Accounts in red
Rather, there are courts, authorities, post offices and postmen and, above all, the red accounts of millionaire fines with very serious sentences without appeal. The black summer of Abbanoa is not over, on the contrary. The game concerns the management of a fundamental reality for the island called, for better or for worse, to provide an essential service: supplying water to 750,000 Sardinian users. Extremely harsh sentences that have accused "modus operandi", economic accounts and even the regularity of the company's control bodies.
Match out
There is something for everyone, starting with the sensational decision of the Court of Appeal of Cagliari, a branch of Sassari, which with an exemplary sentence razed the previous and prescribed adjustments of 2005-2011 with which Abbanoa sought, and he is still trying, at this point more and more unduly, to take home 106 million clearly not owed by Sardinian citizens. A sentence with repercussions limited only to hoteliers in northern Sardinia who have challenged its legitimacy, but which poses a much broader issue on the collectability of those funds in the company's financial statements. Added to this is the combined provision of the Guarantor Authority which has raised the most impressive fine ever to Abbanoa: 5 million euros, the maximum possible penalty. The accusation is serious because it was repeated, given that not even three years earlier the Abbanoa leaders had been accused, and sentenced to a fine of 4 million euros for unfair and aggressive practices against users. The last penalty, the 5 million euro one, would be enough by itself to bring the company's financial statements at a loss, given that the public company that manages the water service had allowed itself the luxury of closing the last financial statements with two million euros, ignoring, however, the whole lot of the dispute. And as if that weren't enough, the President of the Court of Nuoro also got involved in ruining the party for the Sardinian water lords. Vincenzo Amato, head of the Nuorese court, called into question the last 11 months of the company's administrative life, who with a sentence-decree (document in yellow) dismantled the board of auditors of Abbanoa, the beating heart the control of the administrative, financial and accounting regularity of the company. With a clear and clear decision, the Magistrate on the eve of August had automatically canceled from the register of companies the appointment made in a manner that was nothing short of illegitimate, modifying the results of the votes, out of all rules, after the session was concluded and out of context. And it is precisely this passage that is putting pressure on Sardinia's water headquarters: at stake is not only the appointment of the auditors, but the entire administrative castle that cascades down from it. Without the legitimacy of the accounting guarantors, it is evident that the entire amount of accounting and financial acts, practically all of them, put in place since September last year, is put at risk. A real blow that risks overwhelming, from every point of view, the management of Abbanoa. The judge's reprimand had been punctual and argued with a tranchant consequence: it is established «pursuant to art. 2191 of the Italian Civil Code, the official cancellation of the registration of the appointment of the board of statutory auditors composed of Dr. Maria Laura Vacca, Francesco Salaris, Franco Pinna (alternates Dr. Maria Giovanna Angius and Michele Raimondo Mura), as well as the subsequent appointment by dr. Francesco Salaris as chairman of the board of statutory auditors ».
College cleared
The President of the Court had not only canceled the panel resulting from those posthumous "additions" and "corrections", but had installed a new control body, the one that emerged from the votes of the assembly: he ordered «Pursuant to art. 2190 of the Italian Civil Code, the official registration of the appointment of the board of statutory auditors made up of Dr. Maria Giovanna Angius, Maria Laura Vacca and Franco Pinna (alternate members Michele Raimondo Mura and Dr. Riccardo Gaia), as well as the appointment of Dr. Franco Pinna as chairman of the board of statutory auditors ». In practice, the one resulting from the changes to the minutes is "canceled" and reaffirming the board of auditors elected before the posthumous "hand". The stakes are not insignificant, given that we are talking about the accounting bodies of the most important public company on the island. For this reason, the leaders had to hastily convene the Abbanoa Shareholders' Meeting in Cagliari for the next 5th August with only one item on the agenda: Decree of the Court of Nuoro of 18 July 2022.
Judicial war
Not a walk in the park, given that from the documents we are in possession of, a road map emerges that heralds an unprecedented judicial war. In practice, the proposal that the board of directors will make to the assembly will be in stark contrast to what was decided by the President of the Court of Nuoro. The device in the records (document in light blue) for approval by the assembly scheduled for Friday provides: "Verification and verification of the results of the votes of points 3) and 4) of the agenda of the shareholders' meeting of 24 September 2021 - as per the explanatory communication already sent to the shareholders on October 26, 2021 - and formal ratification of the appointment as members of the board of statutory auditors for three years - until the date of the meeting called to approve the financial statements relating to the third year of office - Dr. Francesco Salaris, Dr. Maria Laura Vacca and Dr. Franco Pinna ». In practice, the assembly would be called to deliberate a "formal ratification" of a board of statutory auditors that the judge has, instead, "deleted" from the register of companies. It is, therefore, a clear challenge to the decision of the Judge with the attempt to put the members dismissed by the Magistracy back on the saddle. A provision, that of the Judge clear and concise, not interpretable, given that what matters in a sentence is only the device. And it is no coincidence that in Abbanoa's internal communications it can be read that the company "is evaluating the opportunity to lodge an appeal against it". Opposition that he formalized in the last few hours by giving a mandate to the Rome lawyers Piero Guido Alpa and Ernesto Stajano to challenge the decree of Judge Amato. Lawyers of rank who confirm the gravity of the situation. Until, however, no subsequent level of judgment eventually interrupts the effectiveness and enforceability of that sentence-decree, it will be difficult to imagine that the shareholders' meeting can do so. It is clear that the device that will be submitted to the assembly disregards the decision of the Judge and indeed overturns the decision of the sentence. In practice, the Shareholders' Meeting would be called to revoke, with what technically could be configured as an arbitrary exercise of one's own reasons, and to replace the Board of Statutory Auditors ordered by the Judge. At stake is the art. 2400 of the Civil Code: «The auditors (auditors) can be revoked only for just cause. The revocation resolution must be approved by court decree, after hearing the interested party ». Therefore, a real act capable of unleashing an unprecedented judicial war. All this in the midst of a very heavy judicial and sanctioning storm given the second degree convictions on the adjustments of 106 million euros, the nine million euros of fines already accumulated on unfair and aggressive practices, the chaos on the delivery of bills with one billion credits to be collected and the Italian Post Office lined up on a war footing. Abbanoa now only needs to oppose a de facto decision of the Judiciary. The August assembly promises to be on fire, not only for the heat of summer.
Fines & administrators
For the top management of the water company there is also an explicit request addressed to the Court of Auditors: it is not the citizen-users who must pay the fines that the Competition Authority has imposed on Abbanoa. Normally those sanctions should be borne by those responsible for those sanctioned conduct. To impute them, even in disguise, on citizens' bills would be like adding insult to injury. In this case, judicial control over publicly held companies weighs like a boulder on the matter, starting with the members of the control and administrative bodies, all subject to so-called "liability actions". Translated: whoever makes a mistake pays.