Major activist shareholder steps down from Generali board

Move comes after failure to remove leadership

Major activist shareholder steps down from Generali board

Insurance News

By Terry Gangcuangco

Francesco Gaetano Caltagirone – one of only three Assicurazioni Generali S.p.A. board members not backed by reigning chief executive Philippe Donnet – has resigned effective immediately.

Unable to unseat the existing leadership at the Italian insurance giant, Caltagirone left without disclosing the reasons for his departure. Prior to Generali’s annual general meeting (AGM) in April, the major activist shareholder proposed a plan to investors in a bid to block Donnet’s third term at the helm.

At the AGM, 10 members of the new Generali board were selected from the majority list, while Caltagirone, Marina Brogi, and Flavio Cattaneo emerged from the first minority list. On May 12, when the board committees were set up, the trio renounced being part of any existing committee.

Instead, Caltagirone’s camp requested the establishment of a board committee for the prior assessment of strategic transactions. According to Generali, that remit, in a proposal under consideration, would have been under the oversight of the entire board.

“The board of directors have instructed the appointments and governance committee to prepare a proposal in light of the request, considering market best practice,” stated the insurer at the time, with no update on the matter between then and Caltagirone’s resignation.

“The board of directors also ascertained that its members fully comply with the requirements of good standing, professionalism, and independence set by the Italian laws for insurance companies.”

As of May 27, Caltagirone holds a 9.95% stake in Generali – whose net result in the first quarter of 2022 fell to €727 million from €802 million due to impairments on Russian investments – either directly or through companies related to him.

No decision has been made yet in relation to the director’s replacement on the board.

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