On May 27th the Board of Directors of Generali Assicurazioni ascertained the existence of independence requirements of 12 members out of 17 (70%), showing a great independence of the Board. Looking at the names and curricula of the \u201cindependent Directors\u201d, it\u00a0seems anyway that some independence requirements are not completely fulfilled: three of \u201cindependents\u201d are owners or Directors of companies that, together with Generali itself, are part of the shareholder agreement controlling Mediobanca (major shareholder of Generali), two of them are managers of Mediobanca, two others are significant shareholders of Generali (controlling more than 2% where free float is 78%), and finally one is the CEO of a company reported in Generali\u2019s Financial Statements as one of \u201cmajor Companies insured by Assicurazioni Generali\u201d. What remains? A Board with only 4 strictly independent Directors out of 17\u2026from declared 70% to actual 24%. Three quarters of the actual independent Directors in Generali have been elected from the slate of nominees presented by Assogestioni (the Italian Funds Association). Generali\u2019s By-laws provide that just three Directors are elected from the slate of nominees \u201cwhich obtained the second-largest number of votes\u201d (so the one presented by independent shareholders).<\/p>\n
Unfortunately Generali is not the only case in Italy, it seems to be a \u201cnormal\u201d behaviour to consider related parties as independent, as Italian law in fact allows it (despite art. 148, para. 3 of Italian Legislative Decree 58\/98 provides that \u201cpersons who are linked to the company, the companies it controls, the companies it is controlled by and those subject to common control\u201d should be not considered as independent, but this provision just pertains to the internal control body).<\/p>\n
What to do to change such behaviours? Probably a legislative intervention would be needed, in order to equalize Directors\u2019 independence requirements to the ones already provided for Statutory Auditors, or in order to oblige companies\u2019 By-laws to provide more proportionality in the mechanism of election of Directors, assuring more representatives to minority shareholders.<\/p>\n
Controlling Authorities and legislators are too conditioned by bureaucratic procedures, and so too slow to adequate the regulation. At this stage, the real control on corporate governance behaviours should be a prerogative of shareholders, that exercise such control through their vote at General Meetings. But it seems that asset managers are still far from taking it upon themselves: Italian Mutual and Pension Fund managers still represent less than 3% of independent shareholders voting at Italian Meetings.<\/p>","protected":false},"excerpt":{"rendered":"
On May 27th the Board of Directors of Generali Assicurazioni ascertained the existence of independence requirements of 12 members out of 17 (70%), showing a great independence of the Board. Looking at the names and curricula of the \u201cindependent Directors\u201d, it\u00a0seems anyway that some independence requirements are not completely fulfilled: three of \u201cindependents\u201d are owners […]<\/p>","protected":false},"author":3,"featured_media":0,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[110,111],"tags":[30,112],"class_list":["post-5","post","type-post","status-publish","format-standard","hentry","category-boards","category-english-news","tag-generali","tag-minority-shareholders"],"acpt":null,"_links":{"self":[{"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/posts\/5","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/comments?post=5"}],"version-history":[{"count":0,"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/posts\/5\/revisions"}],"wp:attachment":[{"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/media?parent=5"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/categories?post=5"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/frontisgovernance.com\/en\/wp-json\/wp\/v2\/tags?post=5"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}