Mediobanca Proposes New Terms for Generali’s Leadership Amid Investor Tensions

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Mediobanca SpA has set forth new terms for CEO Philippe Donnet and Chairman Andrea Sironi, demonstrating its backing for the leadership of Assicurazioni Generali SpA (Generali) as it prepares for potential challenges from dissenting shareholders later this year.

As the largest investor in Generali with a 13% stake, Mediobanca announced on Friday that it has put forward a list of 12 candidates for a new three-year term. This list includes Donnet and Sironi, as well as nine current board members, as reported by Bloomberg.

Mediobanca has highlighted the nominated board’s achievements, noting results that have surpassed initial projections, with double-digit earnings growth and shareholder returns that are the highest among its primary competitors.

Generali’s annual general meeting is set for April 24, where shareholders will decide on the board’s renewal. While Mediobanca has supported Donnet in past votes, two significant investors—the families of the late Leonardo Del Vecchio and Francesco Gaetano Caltagirone—have opposed his leadership.

Under Donnet’s nearly nine-year tenure, Generali has strengthened its financial position, reduced costs, and expanded into more lucrative product areas through strategic acquisitions.

Caltagirone and the Del Vecchio family have previously attempted to influence Generali’s strategy, leading to tensions with senior management and Mediobanca. They argue that Mediobanca’s control over Generali has restricted the insurer’s ability to seize opportunities.

Efforts by Caltagirone to oust Donnet and Mediobanca CEO Alberto Nagel were unsuccessful three years ago, as noted by Bloomberg.

• The Del Vecchio family holds a 9.9% stake in Generali via its holding company Delfin.
• Caltagirone owns a 6.9% stake in Generali.
• Both families are major shareholders in Mediobanca, with stakes of 19.8% and 7.7%, respectively.

This year, tensions have escalated over Generali’s agreement with the French banking group BPCE to merge their investment units, aiming to form Europe’s second-largest asset manager. Some Generali board members, backed by Caltagirone, have opposed this merger.

Mediobanca decided to submit its own slate of candidates after Generali’s board declined to compile one, citing regulatory uncertainties due to a law that enhances shareholder influence over board appointments.

Caltagirone is reportedly considering presenting a list of six candidates for the Generali board, although it is unlikely to include nominees for the CEO or chairman roles. An Italian fund manager association has proposed a separate list with four candidates.

Generali’s board comprises 13 members. According to the company bylaws, up to nine members are elected from the list receiving the majority of shareholder votes, while the remaining four are proportionally selected from other lists that meet the minimum voting threshold.

UniCredit SpA‘s role in the vote has come under scrutiny after CEO Andrea Orcel revealed the bank has acquired a significant stake in Generali. While Orcel describes this as a financial investment, it could provide leverage in other banking transactions involving the Del Vecchio and Caltagirone families.