Generali, all the reasons for Caltagirone’s crafty move (leaves the board of directors)
Caltagirone leaves the board of Generali: facts, rumors and strategies (cunning) of the Roman manufacturer and publisher
Why Caltagirone leaves the board of Generali?
He is irritated against the leaders of the Generali group (of which he was deputy vice president for years and voted on all the budgets and plans) because in this way he avoids potential accusations in concert at the limit of the law and better prepares a list for the board of directors with Del Vecchio and CRT alternative to that prepared by Mediobanca, Generali's first shareholder.
Here are the real purposes – albeit not officially declared – of the latest move by Francesco Gaetano Caltagirone in the insurance group grappling with the next renewal of the board in the Leo shareholders' meeting: the Roman builder and publisher owns about 8% of the colossus Trieste now led by the managing director Philippe Donnet.
But what happened and why?
Caltagirone leaves the vice presidency and the board of Generali after 12 years at the top of the insurance company.
It is a concocted but implicit consequence in the strategy of the pact members given the breakdown consumed for months in the shareholding structure, with Caltagirone that has entered into a consultation pact with Leonardo Del Vecchio and the Crt Foundation, which is worth over 16% of the capital and goes against the plans of the first shareholder of Leone, that is Mediobanca with 17.2% of the voting rights.
"This decision was motivated by the resigning director" – reports the note from the company released in the late evening of Thursday 13 January – "recalling a picture in which his person would be" clearly opposed, prevented from making his own critical contribution and to ensure a adequate control "".
Caltagirone accuses the board's "working methods", in particular for the presentation and approval of the strategic plan (which would have been delivered to the directors a few hours before the discussion), for the procedure for the "board list" to be part of the outgoing board; the «methods of application of the legislation on privileged information; information on relations with the media and with significant shareholders, even if they hold equity investments below the significance thresholds ".
In the same note from the Generali group there is the clear reply of the president of the group, Gabriele Galateri di Genola: «I express deep regret and surprise for the decision taken by cav. Caltagirone. The reasons given can only be categorically rejected as the company has always conducted its business according to criteria of absolute transparency and rigorous fairness, also in relation to the work for the presentation of a list for the renewal of the board, of which it has constantly informed the supervisory authorities. vigilance. The aforementioned principles were adhered to in relations with all the directors, without exception and on every occasion ".
In recent months, the pact between Del Vecchio, Caltagirone and the Turin Crt foundation have repeatedly raised the question of their lack of involvement in the path of the council's decisions.
The choice of Caltagirone would therefore express the will – but also the possible legal strategy – to distance itself from the board, which in September decided by a majority to present a list for the renewal of the board, re-nominating the CEO Philippe Donnet for a third term. .
"A decision that Caltagirone in particular contested in various ways, both by voting against and by submitting a complaint to Consob regarding the procedure followed and the very possibility that the outgoing board could present a list, given that it is an option not regulated by law ”, comments Corriere della Sera .
Also on the basis of Consob's observations, leaving the board will allow Caltagirone to present his own list without risking accusations of a "concert" with the board's list, adds Corriere della Sera .
The business plan presented in December by the French CEO did not appeal to the pact, who – whispering discontent and smoky plans to the newspapers – highlighted how the title has remained virtually unchanged.
The goal of the pact members is to get the Trieste company to grow in size to bring it closer to the size of the European giants Allianz, Axa and Zurich, but is there anyone in Trieste who does not pursue this goal?
In the meantime, the pattisti have in mind both a name for the presidency – Enrico Cucchiani but there are those who whisper that Caltagirone himself will give us a thought for himself – and names as the head of the company ( here names and indiscretions in a recent article by Startmag) .
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/generali-tutti-i-perche-della-mossa-furbetta-di-caltagirone-esce-dal-cda/ on Fri, 14 Jan 2022 05:18:52 +0000.