Generali, missing board of directors integration after Caltagirone resignation

The replacement of the resigning Francesco Gaetano Caltagirone on the board of directors of Generali is skipped. After the step back of the Roman entrepreneur and strong shareholder of the insurance group on May 27, the Nomination Committee worked to indicate a name, taken from the minority list proposed by the Caltagirone group, to integrate the board. The choice ended with the first of the excluded: Roberta Neri, former managing director of ENAV and former financial director of Acea. But, after the vote by the board of directors, Neri declined the post. The Nomination Committee of the company has given an extensive interpretation of paragraph 28.13 of the bylaws, according to which the board will replace a minority member of the board who has ceased from office “by appointing the first of the unelected candidates on the list to which he belonged as director the ceased director, provided that he is still eligible and available to accept the office and belonging to the same gender “. An interpretation, the one in favor of Neri, aimed at protecting the genre historically less represented in the council. But from the Caltagirone group, according to what is learned, the aim is to apply the statute to the letter, thus electing a man. According to a more restrictive reading of the rules, therefore linked to gender, Claudio Costamagna, if still available, or Luciano Cirinà, the former manager fired by the company, could join the board. This entry, however, would create a lot of friction on the board. Or, again, the other candidates on the minority list could enter: in order Alberto Cribiore, Andrea Scrosati or Stefano Marsaglia. In the meantime, the board has instructed the Appointments Committee to propose a new candidacy, following the procedures indicated in the statute. Instead, move forward on the other node of the company’s governance, the one linked to the Committee for Strategic Operations, considered fundamental by Caltagirone but which the president Andrea Sironi had proposed to dissolve, transferring its functions to the entire board. The Board of Directors has attributed the competence to instruct investment and divestment operations under the responsibility of the Board, mergers and acquisitions, alliances and industrial partnerships, also through the establishment of joint-ventures, with a value of no less than 250 million euros. EUR. The Investments Committee includes Antonella Mei-Pochtler, as chairman, Alessia Falsarone, Clara Furse, Lorenzo Pellicioli and Clemente Rebecchini. Among the tensions that continue to shake the Leo council, however, there was also the space for a glimmer of hope. Marina Brogi and Flavio Cattaneo, elected from the list presented by the Caltagirone group, declared their willingness to be part of the internal board committees starting from the day in which the board will co-opt the new member, also in light of the skills of the new director. The two directors, together with Caltagirone, had refused entry into the committees precisely in dissent over the failure to create the committee for strategic operations.