(Bloomberg) — Assicurazioni Generali SpA’s largest investor proposed new terms for Chief Executive Officer Philippe Donnet and Chairman Andrea Sironi, giving backing to the firm’s top leadership before a potential face-off with a couple of disgruntled investors later this year.
Mediobanca SpA, which owns 13% in Generali, has submitted a list of 12 candidates including Donnet and Sironi for a fresh three-year term, it said in a statement on Friday. The roster includes nine current board members.
The currently serving candidates proposed by Mediobanca have led Generali to “deliver results that have exceeded” initial plans, the lender said in its statement. It cited “double-digit” earnings growth and shareholder returns that have been “the highest among the company’s main peers.”
Generali will hold its annual general meeting on April 24 to vote on whether to renew the terms of the firm’s board. Mediobanca previously backed Donnet twice in similar votes, while the insurer’s next biggest investors — the billionaire families of the late patriarch Leonardo Del Vecchio and Francesco Gaetano Caltagirone — have opposed him.
Donnet, 64, became Generali CEO almost nine years ago. He has strengthened Generali’s finances, cut costs and expanded into more lucrative product areas through acquisitions abroad.
Caltagirone and the Del Vecchios have repeatedly sought to influence Generali’s strategy in the past, resulting in clashes with the insurer’s senior management and Mediobanca. The two clans contend that Mediobanca’s grip on Generali has caused the insurer to lose focus and miss opportunities.
A Caltagirone-led campaign to oust Donnet failed about three years ago, and a combined effort to unseat Mediobanca CEO Alberto Nagel was also unsuccessful.
The Del Vecchios hold a 9.9% stake in Generali trough their holding company Delfin, and Caltagirone owns 6.9%. They’re also major shareholders in Mediobanca, owning 19.8% and 7.7%, respectively.
The disagreements between Generali’s management and Mediobanca on the one side and the billionaire investors on the other were fanned this year over the insurer’s accord with the French banking group BPCE to combine their investment units in an effort to create Europe’s second-largest asset manager. Some members of Generali’s board, backed by Caltagirone, have voiced opposition to the deal.
Mediobanca decided to present its own list of board candidates for Generali as the insurance company’s board did not to compile its own slate. The insurer’s governance body cited regulatory uncertainty linked to a law that gives shareholders more power to determine the board members.
Caltagirone himself may present a list of six candidates for the Generali board that likely won’t include any candidates for the CEO or chairman role, according to local media reports. An Italian fund manager association has presented another list that includes four candidates.
Generali’s board of directors is composed of 13 members.
Under the Generali bylaws, as many as nine board members are selected from the list receiving the most shareholder votes. The remaining four board members are chosen from other lists on a proportional basis, provided they cross a minimum threshold.
That gives influence to UniCredit SpA after Chief Executive Officer Andrea Orcel disclosed earlier this year that the Italian bank has built a substantial stake in Generali. While Orcel has repeatedly said the holding is a financial investment, it may furnish him with a bargaining chip in various other banking deals he’s interested in and where the Del Vecchios and Caltagirone play a role too.
More stories like this are available on bloomberg.com
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