Generali shareholder rift deepens as representative of No.3 investor quits board

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The resignation of Romolo Bardin comes after Generali’s second-biggest investor, Francesco Gaetano Caltagirone, quit the board and his role as deputy chairman last week.

Italian billionaires Caltagirone, 79, and Del Vecchio, 86, are opposing the reappointment of Generali CEO Philippe Donnet, in a challenge to Generali’s single biggest shareholder Mediobanca (OTC:MDIBY).

Their defections come as Generali prepares to kick off the process to draw up a list of nominees for a new board in April.

Generali’s board meets on Tuesday to start examining an initial list of candidates, a person close to the matter said.

Donnet, who is backed by Mediobanca, has secured the support of a majority of board members in his bid to win a third mandate from shareholders in April.

Caltagirone and Del Vecchio plan to present their own CEO candidate as part of a separate slate of nominees for the board, people close to the matter have previously said.

They control a combined stake of over 16% in Generali, including the stake of a third smaller investor who joined their agreement to consult over moves at Generali.

Now that Del Vecchio’s representative and Caltagirone have resigned from the board, their stakebuilding is no longer subject to disclosure obligations.

To counter their weight at the April AGM, Mediobanca has borrowed shares to complement its 12.8% holding in Generali to reach a 17% voting stake, which it may increase further if needed, a person familiar with the matter has told Reuters.

The AGM’s outcome will likely hinge on the vote of institutional investors, which own 35% of Generali.

Caltagirone and Del Vecchio have yet to disclose their candidates for the roles of Generali CEO and chairman.

In the meantime, they are bringing onboard advisers. A person with knowledge of the matter said they were working with Fabrizio Palermo, the former head of Italian state lender CDP who is also a former executive at McKinsey.

Like Caltagirone, Bardin also mentioned the procedures followed by Generali, in particular for the board renewal, as a reason for his departure, according to Generali’s statement.

Generali Chairman Gabriele Galateri di Genola said he regretted Bardin’s decision and that the group had followed “standards of absolute transparency and rigorous fairness, in the interest of all stakeholders”.