Italian fund managers add to uncertainty in Generali board tussle

By Gianluca Semeraro and Valentina Za

MILAN (Reuters) -A group of Italian fund managers said on Friday it would put forward four candidates for the new board of Generali, adding to uncertainty over the outcome of a key shareholder vote at the country's biggest insurer.

A shareholder clash at Generali is unfolding amid a wave of consolidation reshaping Italian finance.

Generali's investors will vote in a new board on April 24, with top shareholder Mediobanca expected to propose another term for CEO Philippe Donnet as part of a slate of board nominees. Donnet has previously been opposed by the insurer's second- and third-largest shareholders.

The move by the fund manager group, which owns around 0.7% of Generali, increases the chance of a fractured board.

After a prolonged internal debate on whether to keep out of the fray, which would likely have helped Mediobanca's slate of nominees, the investors opted to propose their own candidates.

The decision was steered by fund management representatives of Intesa Sanpaolo, people with knowledge of the matter said, as Italy's biggest bank pushed for Generali's wider investor base to have a say, next to its biggest shareholders.

Three years ago, Donnet weathered a leadership challenge from Generali's second- and third-largest investors: Italian tycoons Leonardo Del Vecchio and Francesco Gaetano Caltagirone.

In 2022, Generali's institutional investors voted en masse for Donnet, who was then the CEO candidate proposed by the board, with support from Mediobanca.

This year, Generali's board has not proposed any candidates, after Italy changed corporate governance rules that Caltagirone had criticised, leaving to Mediobanca the task of putting forward Donnet.

To avoid picking sides in the shareholder battle, institutional investors at the AGM could favour the Italian fund managers' proposal.

While Caltagirone is not planning to challenge Donnet directly, next month's vote could produce an unwieldy board.

With his 6.9% stake, Caltagirone is expected to propose up to six nominees for Generali's 13-member board. If his slate wins, the split of board seats could create a deadlock.

Under Generali's bylaws, up to nine directors are selected from the list receiving the most votes. The remaining four are chosen proportionally from the other two slates, provided they cross a 5% threshold.

Adding to the uncertainty, UniCredit has recently bought 4.18% of Generali and the bank has not disclosed its voting strategy.

Intesa is keeping out of Italy's M&A frenzy, but bankers say Generali is such a key asset in the consolidation process that neither Intesa nor UniCredit can afford to disregard the insurer's fate.

(Editing by Alvise Armellini and Mark Potter)