Generali board candidate turns down role after rebel shareholder quits (updated)

Caltagirone Editore SpA

08/06/2022 09:07

(Adds details)
    MILAN, June 8 (Reuters) - The proposed candidate to replace
entrepreneur Francesco Gaetano Caltagirone on the board of
Italy's Generali  GASI.MI  has turned down the position, the
insurer said in a statement late on Tuesday, the latest twist in
a governance battle.
    Caltagirone, Generali's second-largest shareholder, quit the
board last month, opening a new chapter in a long-standing
shareholder row.
    The appointments committee then proposed to co-opt Roberta
Neri, the next unelected candidate on the slate presented by
Caltagirone for a board renewal in April.
    At the April shareholder vote, Caltagirone had challenged a
decision by Generali's board to give a third term to Chief
Executive Philippe Donnet. His bid to appoint his own CEO
candidate was defeated but he did secure three board seats.
    The board has now instructed the appointments and corporate
governance committee to propose a new candidate, Generali said
in its statement. It did not say why Neri rejected the role.
     A source familiar with the situation said Neri wanted all
the board members to back her as a condition for accepting the
role.
    After Neri's decision, the next two names on the Caltagirone
slate would be Claudio Costamagna and Luciano Cirina, its
defeated candidates for the roles of chairman and CEO in the
shareholder vote. 
    
    COMMITTEE ROLES
    Former Telecom Italia CEO Flavio Cattaneo and academic
Marina Brogi are the other board members from the Caltagirone
slate.
    Caltagirone, Cattaneo and Brogi had refused to join any of
the board committees because they wanted the company to have a
committee that gives a preliminary assessment on strategic
transactions - a task which Generali proposed entrusting to the
board in its entirety.
    Generali said on Tuesday that the investment committee had
been given a mandate to oversee merger and acquisition deals,
alliances and partnerships with a value of at least 250 million
euros ($267 million).
    Brogi and Cattaneo have now agreed to join the board
committees once a new member of Caltagirone's list gets
appointed as a director, Generali said.
    By 0720 GMT shares in Generali fell 1.3% underperforming a
0.1% drop in Italy's blue-chip index  .FTMIB .
    The Generali board is next due to meet on June 22. 
  ($1 = 0.9356 euros)

 (Reporting by Agnieszka Flak, Valentina Za and Gianluca
Semeraro, editing by Giulia Segreti and Keith Weir)
 ((agnieszka.flak@thomsonreuters.com; +39 06 8030 7754;))