On March 28, 2025, a significant development unfolded in the corporate governance landscape of Assicurazioni Generali, one of Italy's leading insurance companies. Institutional investors, represented by a committee of fund managers, officially submitted a minority list of independent candidates for the renewal of the company's board of directors. This move comes ahead of the crucial shareholders' assembly scheduled for April 24, 2025, where the future leadership of Generali will be decided.
The list of candidates, which includes notable figures such as Roberto Perotti, Francesca Dominici, Anelise Sacks, and Leopoldo Attolico, was compiled with the assistance of Chaberton Partners, an external and independent advisor. The managers who presented this list collectively hold over 0.7% of Generali's ordinary shares, signaling a concerted effort by smaller shareholders to influence the company's governance.
Roberto Perotti, who leads the list, is a distinguished economist and a professor at Bocconi University in Milan. His academic credentials are impressive; he graduated cum laude in Economics from Bocconi in 1987 and went on to earn a PhD from MIT in 1991. Perotti has previously served on Generali's board from 2016 to 2022, making him a familiar face in the company's governance structure. His extensive experience also includes roles as an economic advisor to the Italian government and consulting positions with various financial institutions.
Francesca Dominici, another prominent candidate, is a professor at Harvard University specializing in biostatistics and data science. Recognized as one of the 100 most influential people in global health by Time magazine in 2024, Dominici brings a wealth of knowledge and expertise to the table. Anelise Sacks, serving as the executive vice president and chief customer officer of Analog Devices, and Leopoldo Attolico, a former area manager for Southern Europe at Citigroup and now a professor at Luiss University in Rome, complete the list of candidates.
This initiative by the fund managers comes amidst a backdrop of uncertainty regarding the upcoming shareholder vote. The current CEO, Philippe Donnet, is expected to be supported by Mediobanca, which holds a significant 13% stake in Generali. Donnet has been at the helm since 2016 and faces a potential challenge from the Caltagirone Group, which holds a 6.9% stake and is likely to propose its own list of candidates.
The decision by the committee of fund managers to nominate their representatives marks a pivotal moment in the ongoing power struggle within Generali. Historically, shareholders have been divided, with previous votes reflecting deep-seated tensions among major stakeholders. In 2022, for instance, institutional investors rallied behind Donnet, who was the board's candidate at the time. However, the dynamics have shifted as the board has not proposed any candidates for the upcoming vote, leaving the door open for alternative nominations.
As the April assembly approaches, the stakes are high. The fund managers' list represents a strategic attempt to ensure that a broader base of investors has a voice in the company's leadership, counterbalancing the influence of larger shareholders like Mediobanca and the Caltagirone Group. The latter is expected to propose a list that could include prominent figures such as Flavio Cattaneo, CEO of Enel, and economist Marina Broggi.
Emilio Franco, the coordinator of the managers' committee, expressed optimism about the potential impact of their list. He stated, "This is a crucial moment for Generali, and we believe that our candidates can bring valuable insights and governance to the board." The committee's decision to present a minority list of independent candidates is seen as a proactive step towards enhancing corporate governance at Generali, which has faced scrutiny in recent years.
The upcoming shareholders' assembly will not only determine the composition of the board but also set the tone for the company's strategic direction in the coming years. As the landscape of Italian finance continues to evolve, the outcome of this vote could have far-reaching implications for Generali and its stakeholders.
In summary, the submission of the minority list by institutional investors represents a critical juncture for Assicurazioni Generali. With an experienced and diverse group of candidates, the fund managers aim to influence the board's direction and ensure that the interests of a wider range of shareholders are represented. As the April 24 assembly nears, all eyes will be on the voting results, which could reshape the governance structure of one of Italy's most prominent insurance companies.
