The rift between the shareholders of Generali is profound and its re-composition, even within the board of directors, seems far away. While on the one hand the shareholders’ meeting of the insurance company sanctioned the victory of the list of the outgoing board of directors, supported by the first shareholder Mediobanca and overall by 39.5% of the group’s capital, on the other hand it showed the extent of the split. The Caltagirone list was voted by 29.4% of the capital of the Lion, a heavy share that calls for a change of pace in the management of the company, more audacity and a dimensional leap.
After months of friction and controversy, also through the resignation of Francesco Gaetano Caltagirone and the representative of Leonardo Del Vecchio from the board of directors, there is the risk of witnessing months of new clashes and conflicts. Ten members of the new board come from the list of the outgoing board and three, including Caltagirone himself, from that of the challengers. Some observers now expect tough opposition from the minority. With the risk that the board of directors will not be able to proceed unanimously and approve the next initiatives by majority vote.
In any case, Caltagirone on the board of directors will propose itself as a factor of change. “As long as I find it reasonable, I will continue to work for change to happen,” she said. But it could also accelerate on the front of lawsuits and legal actions, which have not been lacking in recent months. The difference of 10% of the total capital between the two lists could instead discourage the group of the Roman entrepreneur from asking, as hypothesized, for a new meeting when the Mediobanca stock loan expires and when De Agostini has definitively left the shareholding structure. But nothing can be ruled out.
The Benetton family, with a 4.75% package, has proposed itself as a peacemaker to find a recomposition and many are hoping for the role of the new president Andrea Sironi. The most optimistic, then, hope that the presence of minority directors on the board of directors can represent a positive spur towards management. As several investment banks have pointed out, Donnet could try to exceed the objectives of its plan to get closer to the more challenging ones of the Caltagirone program, perhaps by dedicating more resources and greater activism to the front of mergers and acquisitions.
A road that seems also evoked by the declarations of Caltagirone himself. “I am convinced that part of the result will still be achieved because a board of directors elected by 55% of the votes will not be able to ignore the other 45%”, he said.
The clash, however, could now move on to Mediobanca, a 12.8% shareholder of Leone. In the capital of the Piazzetta Cuccia institute, Leonardo Del Vecchio has 19.4% and Caltagirone 3.1% and both could decide to count more to try to free the company from what they believe is enslavement to Mediobanca. In the coming weeks we will see how the two entrepreneurs decide to move. It is difficult, but not impossible, for Del Vecchio to launch a takeover bid on Mediobanca, because he would have to structure Delfin in order to comply with the stringent criteria of the ECB and become the banking group leader. But the goal is likely to be the 2023 shareholders’ meeting, when the investment bank will have to renew the board of directors.