After the confirmation of CEO Philippe Donnet and President Andrea Sironi, the board of directors of Generali has established the internal board committees which constitute the governance of the insurance company. As expected, the CEO of Acea and former number one of Cdp, Fabrizio Palermo, is the president of the related parties committee, the one who will have to deal with theMediobanca's offer on Banca Generali, of which the Lion owns 50,17%, and which has as its underlying the 13,1% share of Generali held by Piazzetta Cuccia. Having established the internal committees, the board was able to define the process for evaluating the takeover bid.
Generals: members of internal committees, Palermo president of related parties
They are in everything Generali has six internal board committees with consultative, proactive and investigative tasks with respect to the decisions of the Board: the control and risk committee, the remuneration and human resources committee, the nomination and corporate governance committee, the innovation and social and environmental sustainability committee, the investment committee and finally the related parties committee.
In particular the Control and Risk Committee will have as President Luisa Torchia and as members Marina Brogi, Umberto Malesci and Clemente Rebecchini.
Il Remuneration and Human Resources Committee will be chaired by Clara Furse and also composed of Marina Brogi, Patricia Estany Puig, Alessia Falsarone and Lorenzo Pellicioli.
Il innovation and sustainability committee social and environmental will have as President Umberto Malesci and as members Flavio Cattaneo, Patricia Estany Puig and Antonella Mei-Pochtler.
Il investment committee will be chaired by Antonella Mei-Pochtler and also composed of Alessia Falsarone, Clara Furse, Fabrizio Palermo, Lorenzo Pellicioli and Clemente Rebecchini.
Finally the Committee for transactions with related parties will have as President Fabrizio Palermo and as members Alessia Falsarone, Antonella Mei-Pochtler and Luisa Torchia.
“As already communicated on April 28th, the Nomination and Corporate Governance Committee has the following composition: president Andrea Sironi and members Marina Brogi, Clara Furse, Patricia Estany Puig and Luisa Torchia”, the company underlines in a note.
The Related Parties Committee and the Crucial Role of Palermo
Flavio Cattaneo, Fabrizio Palermo and Marina Brogi are the three councilors representing the list promoted by Caltagirone group. And it is also for this reason that Palermo obtained the presidency of the related parties committee. According to the Generali statute, in fact, the role is assigned to a director elected by a list of minority and Caltagirone's is the only minority list present in the board of directors, given that Assogestioni's was excluded.
It is a crucial appointment: in fact, the committee chaired by Palermo will be responsible for evaluating Mediobanca's takeover bid for Banca Generali (the related party in this case is Piazzetta Cuccia).
Mediobanca's takeover bid evaluation process defined
Regarding the voluntary exchange offer promoted by Mediobanca on Banca Generali, the board of directors “has having taken note of the elements and conditions of the offer” and has defined a process and a schedule of the works "aimed at allowing to understand and evaluate in detail the terms of the offer and the related scope and, thus, the board of directors to take any decision, also for the purposes of the timely information required by reason of the characteristics of the proposed operation and the relevance for the market of the company's valuations", Leone said in a note.
According to the terms of the takeover bid, Mediobanca has put its 13,1% stake in Generali on the table in exchange for 100% of Banca Generali, which in turn is 50,17% controlled by Leone. Piazzetta Cuccia will pay 1,7 Generali shares for each Banca Generali share tendered, which means that once the offer is concluded, the insurance company will find itself with 6,5% of its own shares, with a one-year lock-up.
Just today, the CEO of Mediobanca, Alberto Nagel, met at Palazzo Chigi Prime Minister Giorgia Meloni's chief of staff, Gaetano Caputi, explaining the details of the operation to him.
(Last update: 19.58 pm on 7 May).
