It seemed like a routine meeting last night at the headquarters of Assicurazioni Generali, the first of the Board – after the shareholders' meeting held on 29 April which saw the unanimous nomination of chairman Andrea Sironi – with the agenda for the appointment of internal board committees. Instead, other frictions broke out after the split registered in the assembly with the defeat of the Caltagirone consortium.
Caltagirone, Cattaneo and Brogi do not enter any committee
Thursday nights were their owno the representatives on the board of the minority list presented by Caltagirone to have given rise to a new tear: on the occasion of the creation of internal board committees of the company and, in particular, of the one for the strategic operations.
The Roman entrepreneur (owner of 9,95% of Leone), together with the other two directors making up the list (Cattaneo and Marina Brogi) have not become part of any internal committee of the board.
Instead, according to what was communicated by Generali at the end of the board meeting, the three minority representatives asked for "the creation of an internal board committee on the preventive examination of operations having strategic value".
The crux of the "control room" of the strategic committee
The three de facto councilors have proposed the reconstitution of the strategic operations committee, introduced in 2019 and which, before their resignations last January, included Caltagirone, Romolo Bardin, former shareholder of Del Vecchio (Delfin owns 9,82%) and Donnet.
That committee was de facto a kind of "control room" on the work of top management.
Among other things, it had the purpose of "assessing in advance and expressing an opinion on" transactions "of strategic value or intended to affect the structure or business model of the group, and in any case having a value of more than 50 million euros" .
The new Board of Directors, specifies the Trieste-based company, presented a proposal - in line with best practices market - according to which these strategic operations "would have been examined directly by the plenum of the board of directors". The Board, concludes the note, has in any case instructed the nomination committee to "prepare a proposal on the matter, in the light of the market benchmark": a way of trying to bridge the gap by favoring the return of those who wanted to stay out.
I five committees designated by the BoD iwere chaired by independent directors and there are no executive directors.
• Control and Risk Committee: president Luisa Torchia; members: Umberto Malesci; Clement Rebecchini.
• Remuneration Committee: president Diva Moriani; components: Alessia Falsarone, Clara Furse, Lorenzo Pellicioli.
• Nomination and Corporate Governance Committee: president Andrea Sironi; components: Clara Furse, Diva Moriani, Luisa Torchia.
• Committee for Transactions with Related Parties: president: Antonella Mei-Pochtler; components: Diva Moriani, Luisa Torchia.
• Innovation and Social and Environmental Sustainability Committee: president Umberto Malesci; components: Alessia Falsarone, Antonella Mei-Pochtler.
Donnet does not appear in any of them, unlike in the previous three-year period where he figured in two bodies (in addition to strategic operations, he presided over the investment one).
Now the minority is waiting for a signal from IVASS given its absence from the control bodies.
The distribution of offices still lacks that of vice president, whose appointment was not on the agenda of yesterday's board of directors. In the meantime, De Agostini has sold another 1,6 million Generali shares. On May 18th, the board of directors will analyze the quarterly report.
