At loggerheads, Generali shareholders decide the fate of the CEO

Posted 29 April, 2022

The countdown has begun: the general meeting of shareholders of Generali will have to decide on Friday on the renewal of CEO Philippe Donnet, which is opposed by two all-powerful billionaires who are constantly increasing their stake in the Italian insurer.

The sling is led by construction and press magnate Francesco Gaetano Caltagirone, 79, supported by Leonardo Del Vecchio, 86, founder of eyewear manufacturer Luxottica and second fortune in Italy.

The camp of the two billionaires has presented its own list of thirteen candidates which compete with that of the outgoing board of directors, on which appears Mr. Donnet, 61-year-old French polytechnics, seeking a third term.

Opposite him is Luciano Cirina, 56, former head of Austria and the Eastern Europe region of Generali, who is seeking the post of CEO. The group, which sees it as "treason", dismissed him shortly after the announcement of his candidacy.

The general meeting of shareholders will be held by videoconference and will start at 09:00 (07:00 GMT).

The vote promises to be tight: Mr. Donnet can count on Mediobanca, the main shareholder with 12.8% of the capital but 17.2% of the voting rights, thanks to a loan of shares, the De Agostini holding company (1.44 %), and a series of investment funds, especially foreign ones, which have publicly lined up behind him.

On the dissident side, MM. Caltagirone (9.95%) and Del Vecchio (8%) have the support of the CRT foundation (1.7%) and also of the Benetton family (4%), which has just joined them, preferring candidates from "entrepreneurs" to the "self-proclaimed list" of outgoing directors.

 

Quarrel of numbers

 

A third list, very small, is presented by Assogestioni, which brings together Italian institutional investors and represents 0.64% of the capital.

Slingers' candidate for the post of chairman of the board of directors, Claudio Costamagna, a former banker at Goldman Sachs, accused Generali of a "sleeping beauty" with "enormous potential" that "will have to be awakened".

The slingers published in March a strategic plan presented as being "more ambitious" than that of Mr. Donnet, called "Waking up the lion", in allusion to the emblem of the insurer.

This plan assumes an increase in earnings per share of more than 14% per year by 2024, against a target of 6 to 8% forecast by Mr. Donnet, and is more generous in terms of mergers and acquisitions, with a war chest of 7 billion euros.

The dissidents argue that Generali has lost ground to Allianz, Axa, or Zurich Insurance, with a capitalization that has decreased by 8.2 billion euros over the past 15 years, whereas its competitors have increased theirs.

Donnet's supporters counter that since his arrival in November 2016, the stock's price has climbed 55%, well above the industry average, and shareholder returns have increased by 106%. And in 2021, for the third year in a row, the insurer posted record results.

 

Wake the lion?

 

Should Generali be woken up? "The lion has already woken up in recent years, significant transformations have been made," said Giuliano Noci, professor of strategy at the Polytechnic of Milan, deeming "positive" the balance sheet of Mr. Give.

The choice of institutional shareholders, i.e. 35% of the capital, will be decisive in this unprecedented battle. The two main shareholder advisory firms ISS and Glass Lewis, generally very listened to by these investors, recommended voting for Mr. Donnet's list, which they believe is more credible.

The firm Glass Lewis considered that the slingers' plan showed "disconcerting optimism", without quantifying the associated costs or risks.

But MM. Caltagirone and Del Vecchio, two great figures of Italian capitalism, have strong support in the entrepreneurial world of the peninsula.

And they could also increase the pressure on Mediobanca, their main opponent in the fight for control of Generali, which they accuse of acting behind the scenes to impose the leaders of its choice.

The accusations against Mediobanca are all the more explosive as Mr. Del Vecchio is the main shareholder, with a 19.4% share, and Mr. Caltagirone holds 3.1%.

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