Generali Proposes Candidates for New Board as Battle Rages On With Leading Investors

January 24, 2022

Italy’s top insurer Generali on Friday said it would press on with a list of candidates for its new board in line with regulatory guidelines, as a battle among its leading shareholders rages on.

Italian market watchdog Consob on Friday published final remarks in response to a query over whether a company’s outgoing board could legitimately propose new board candidates.

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Such a practice, which is common for U.S. or British companies with a wide shareholder base, is more rare in Italy, where leading shareholders normally pick board nominees.

Deeming it a legitimate practice, Consob said 52 Italian companies at the end of 2020 had introduced in their by-laws the possibility for the outgoing board to select candidates to be put to a shareholder vote.

Only 11 companies, including Generali following changes to its by-laws in 2020, actually make use of it, Consob said.

“Generali welcomes the guidance,” a spokesman for the insurer said. “The company confirms that preparation for the board list continues in accordance with Consob guidelines.”

Europe’s third-largest insurer is caught in a war involving its top three shareholders – investment bank Mediobanca and Italian tycoons Francesco Gaetano Caltagirone and Leonardo Del Vecchio.

Caltagirone and a representative for Del Vecchio this month quit Generali’s board as the two billionaires prepare to draw up their own slate of nominees for the board, including their own candidate for the chief executive officer job.

With Mediobanca’s backing, Generali’s board has proposed naming current CEO Philippe Donnet for a third mandate at an annual general meeting in April.

Generali’s board this week started examining other possible board candidates helped by leadership advisory firm Russell Reynolds.

Two people with knowledge of the matter said former Ray-Ban owner Luxottica CEO Andrea Guerra had been proposed, but he had declined the offer.

Guerra, now a top executive at luxury goods group LVMH , led Luxottica for a decade before falling out with Del Vecchio, the eyewear group’s founder.

(Reporting by Gianluca Semeraro and Valentina Za; editing by Paul Simao)