A group of Italian fund managers announced on Friday that they will nominate four candidates for the new board of Generali, Italy’s largest insurer. This development adds to the uncertainty surrounding a crucial shareholder vote set for April 24.
The shareholder conflict at Generali comes amid significant changes in the Italian finance sector. Mediobanca, the top shareholder, is expected to propose that CEO Philippe Donnet continue in his role, despite opposition from Generali’s second- and third-largest shareholders.
The fund managers, who hold about 0.7% of Generali, decided to put forward their own candidates after a lengthy internal discussion. Their action increases the likelihood of a divided board. The push for this move was influenced by representatives from Intesa Sanpaolo, Italy’s largest bank, which aims to ensure that a broader range of investors has a voice in the decision-making process.
Three years ago, Donnet faced a leadership challenge from prominent investors Leonardo Del Vecchio and Francesco Gaetano Caltagirone, who are also key players in this current situation. In 2022, Generali’s institutional investors largely supported Donnet, who was the candidate backed by the board at that time.
This year, however, the board has not put forward any candidates due to changes in corporate governance rules that Caltagirone had criticized. This leaves Mediobanca responsible for presenting Donnet for another term.
The upcoming vote could lead to a complicated board structure. Caltagirone, with a 6.9% stake, is likely to propose up to six nominees for the 13-member board. If his slate succeeds, the distribution of board seats may result in a stalemate.
Under Generali’s rules, the top nine directors are chosen based on the highest vote count, while the remaining four are selected from other slates that meet a minimum voting threshold. Adding to the uncertainty, UniCredit recently acquired a 4.18% stake in Generali but has not revealed its voting intentions.
While Intesa is staying out of the current merger and acquisition frenzy, experts believe that Generali is too important in the consolidation landscape for either Intesa or UniCredit to ignore its future. As the shareholder vote approaches, all eyes will be on how these dynamics unfold.