Generali’s Long-Standing Shareholder Dispute Reignited by Vacant Board Seat

June 8, 2022

The candidate to replace entrepreneur Francesco Gaetano Caltagirone on the board of Italy’s Generali has turned down the position, potentially opening the way for one of Caltagirone’s defeated leadership candidates to take up the role.

Caltagirone, Generali’s second-largest shareholder, quit the board last month, opening a new chapter in a long-standing shareholder dispute.

The company’s appointments committee had proposed co-opting Roberta Neri, the next unelected candidate on the slate presented by Caltagirone for a board renewal in April. But the company said in a statement late on Tuesday that she had said no.

The board has now instructed the appointments and corporate governance committee to propose a new candidate, Generali said.

It did not say why Neri rejected the role.

A source familiar with the situation said Neri wanted all the board members to back her as a condition for accepting the role.

After Neri’s decision, the next two names on the Caltagirone slate would be Claudio Costamagna and Luciano Cirina, its defeated candidates for the roles of chairman and CEO in the April shareholder vote.

At the April shareholder meeting, Caltagirone had challenged a decision by Generali’s board to give a third term to Chief Executive Philippe Donnet. His bid to appoint his own leadership candidates was defeated but he did secure three board seats.

The Caltagirone camp had opposed Neri’s nomination to the board, two other sources close to the matter said on Wednesday, on the basis that Generali should stick to a bylaw saying that a director should be replaced by someone of the same sex.

Committee Roles

Former Telecom Italia CEO Flavio Cattaneo and academic Marina Brogi are the other board members from the Caltagirone slate.

Caltagirone, Cattaneo and Brogi had refused to join any of the board committees because they wanted the company to have a committee that gives a preliminary assessment on strategic transactions – a task which Generali proposed entrusting to the board as a whole.

Generali said on Tuesday that the investment committee had been given a mandate to oversee deals, alliances and partnerships worth over 250 million euros ($267 million).

Brogi and Cattaneo have now agreed to join the committees once the board membership is finalized, Generali said.

By 0945 GMT shares in Generali fell 0.9% underperforming a flat Italian blue-chip index .FTMIB.

The Generali board is next due to meet on June 22. ($1 = 0.9356 euros)

(Reporting by Giselda Vagnoni, Gianluca Semeraro, Stefano Bernabei, Agnieszka Flak and Valentina Za. Writing by Keith Weir. editing by Jane Merriman)

Topics Generali Life Assurance (Thailand) Plc.

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