A twist in the long race to conquer the Generali board. Surprisingly yesterday Francesco Gaetano Caltagirone – second shareholder with 8% – exited with immediate effect from the consultation agreement that he had stipulated in September with Leonardo Del Vecchio, also a large shareholder of the company, and to which he had joined the Crt Foundation with 1.6%. In the same letter, Caltagirone formalizes the intention to present a list for the renewal of the board of 29 April. But, he specifies, it has not yet been decided whether it will be a long (majority) or short (with a limited number of candidates) list.
The clash in the council
yet another turning point in a governance dispute around the most important Italian financial institution in which the three private shareholders face each other on the one hand, the board on the other and – in the background – the main shareholder Mediobanca, strong of 12.8% and by a further 4.4% borrowed. In September the pact between the two billionaires had aroused clamor and upset the balance and upset the balance within the Trieste group chaired by Gabriele Galateri: it was a pact that followed the decision taken by the board, by majority and with the contrariet of Caltagirone and Del Vecchio , to present a list of the board of directors. But not only that: Caltagirone and Del Vecchio had in mind to install a new CEO in place of Philippe Donnet, who instead the board will propose again for a third term. Diversity also from the point of view of strategy: Caltagirone, he writes in the letter to the now former pact members, considers the management of Donnet to be completely unsatisfactory yet the CEO has also presented in December a new industrial plan in line with the previous ones.
The will to pursue their own strategies of the Caltagirone group
The divergence of visions led to the controversial resignation of Caltagirone and Del Vecchio’s trusted manager, Romolo Bardin, to which Sabrina Pucci’s were added for personal reasons. Three directors that the Generali board on Wednesday could reinstate by drawing from the shortlist of potential candidates identified.
No agreement for a list
On the other hand, he specified, no agreement existed regarding the presentation of majority or minority lists, nor with regard to the vote in the shareholders’ meeting. Caltagirone is angry with reconstructions that are as imaginative as they are unfounded about the contents of mutual commitments. He does not mention them but from many sides the various moves of the pactists have been read as concerted, with the consequence – exceeding the 10% threshold together – they would need the Ivass ok: Narrations evidently alien to reality, and which nevertheless contribute to altering the perception of the real, documented and unambiguous purposes of the pact, the explanation. Hence the decision: away from the pact and on with a list without ties and commitments. Yesterday none of the pact members expressed themselves formally. But in close quarters, the gathered feeling that nothing will change in substance.