Mediobanca SpA has proposed new terms for CEO Philippe Donnet and Chairman Andrea Sironi, signaling support for the company’s leadership ahead of a potential challenge from dissenting investors later this year.
Mediabanca, which holds a 13% stake and is the largest investor in Assicurazioni Generali SpA (Generali), announced on Friday that it has submitted a list of 12 candidates, including Donnet and Sironi, for a new three-year term. The list includes nine current members, according to a report from Bloomberg.
According to Mediobanca, the nominated board members have overseen results that exceeded initial expectations, citing “double-digit” earnings growth and shareholder returns “the highest among the company’s main peers.”
Generali’s annual general meeting is scheduled for April 24, where shareholders will vote on the board’s renewal. Mediobanca has previously supported Donnet in similar votes, while two major investors—the families of the late Leonardo Del Vecchio and Francesco Gaetano Caltagirone—have opposed his leadership.
Donnet has led Generali for nearly nine years, during which he has strengthened the company’s finances, reduced costs, and expanded into more profitable product areas through acquisitions.
Caltagirone and the Del Vecchio family have previously sought to influence Generali’s strategy, leading to conflicts with senior management and Mediobanca. They argue that Mediobanca’s influence over Generali has hindered the insurer’s ability to capitalize on opportunities.
An attempt by Caltagirone to remove Donnet was unsuccessful three years ago, as was a joint effort to oust Mediobanca CEO Alberto Nagel, Bloomberg reported.
The Del Vecchio family holds a 9.9% stake in Generali through its holding company Delfin, while Caltagirone owns 6.9%. Both are also significant shareholders in Mediobanca, with stakes of 19.8% and 7.7%, respectively.
Tensions between Generali’s management, Mediobanca, and the billionaire investors have been further heightened this year over the insurer’s agreement with French banking group BPCE to merge their investment units, aiming to create Europe’s second-largest asset manager. Some Generali board members, backed by Caltagirone, have opposed the deal.
Mediobanca decided to submit its own slate of candidates after Generali’s board opted not to compile one, citing regulatory uncertainty stemming from a law that grants shareholders greater influence over board appointments.
Caltagirone is reportedly considering presenting a list of six candidates for the Generali board, which is unlikely to include nominees for the CEO or chairman roles. An Italian fund manager association has put forward a separate list with four candidates.
Generali’s board consists of 13 members. Under the company’s bylaws, up to nine members are elected from the list receiving the most shareholder votes, while the remaining four are selected proportionally from other lists that meet the minimum voting threshold.
UniCredit SpA’s role in the vote has drawn attention after CEO Andrea Orcel revealed that the bank has acquired a significant stake in Generali. While Orcel has described the holding as a financial investment, it could provide leverage in other banking transactions involving the Del Vecchio and Caltagirone families.
