Strategic Alliances and ESG Focus Drive Generali’s Boardroom Battles

The boardroom battles at Italian insurer Assicurazioni Generali are heating up, as sources indicate Fondazione CRT—a major institutional investor—is preparing to back board nominees from the Caltagirone Group for the 2025 shareholder meeting. This alignment, if confirmed, would reshape the power dynamics among Generali’s top shareholders, including Mediobanca (13.1% stake), Del Vecchio (9.9%), and Benetton (4.8%). At stake are not just board seats but also the direction of Generali’s strategic priorities, with sustainability and renewable energy emerging as critical battlegrounds.

The Ownership Landscape: A Fragile Balance

Generali’s shareholder structure is highly fragmented. Mediobanca, the largest stakeholder, holds 13.1% of the company, followed by Del Vecchio (9.9%), Caltagirone (6.9%), and Benetton (4.8%). Institutional investors collectively control 35% of the shares, with international holdings (33.4%) and retail investors (20.7%) rounding out the remainder. The termination in 2022 of a shareholder agreement between Caltagirone, Del Vecchio, and Fondazione CRT—once a key governance pillar—has left a power vacuum.

Caltagirone’s ambition is clear: it seeks board representation not to seize control but to block rival initiatives, such as a proposed partnership with Natixis, a French financial services group. “The Caltagirone Group aims to preserve stability,” says a source close to the matter, “while leveraging its 6.9% stake to shape strategic decisions.”

Meanwhile, Mediobanca’s proposed slate of directors—backed by proxy advisors—benefits from its 13.1% stake and institutional support. However, its influence hinges on navigating the abstention strategy of Benetton, which plans to avoid blocking operational decisions while withholding votes on director nominations.

Fondazione CRT’s Pivot: ESG as a Strategic Lever

Fondazione CRT, a key player in Italy’s financial ecosystem, is now central to the boardroom drama. Its decision to align with Caltagirone reflects a shift toward institutional criteria shaped by its recent leadership changes. The foundation’s priorities—particularly its focus on renewable energy and social welfare—are underscored by its Q1 2025 board approvals:

• A €50 million green venture capital fund targeting clean energy startups.
• A €20 million grant for Turin’s “smart city” project, emphasizing urban sustainability.
• Mandatory ESG reporting for all grant recipients, including diversity metrics.

These moves align with a broader partnership with the Caltagirone Group to invest €10 million in Sicily’s solar and wind energy sectors, aiming to create jobs and reduce emissions. The collaboration, set for completion by 2025, highlights how ESG goals are being weaponized to secure boardroom influence.

Risks and Uncertainties: Governance vs. Operational Realities

Despite the momentum, risks loom large. UniCredit, another major player involved in Banco BPM’s integration, has yet to clarify its voting stance. Meanwhile, the board deferred decisions on real estate investments and international expansions, citing the need for further analysis.

The passivity rule under Italy’s CLFI Article 104—a governance safeguard—adds complexity. Shareholders must act prudently, avoiding destabilizing moves that could trigger regulatory scrutiny.

Conclusion: A New Era of Stakeholder Capitalism?

Generali’s boardroom battles underscore a broader trend: institutional investors are increasingly using ESG criteria to assert influence. With Fondazione CRT and Caltagirone’s alignment, the pair could counterbalance Mediobanca’s dominance, creating a governance equilibrium focused on sustainability.

The data speaks to this shift: the €70 million committed to renewable projects in 2025 represents a 35% increase over prior-year allocations, while ESG-linked grants rose by 15%. However, the board’s 75% consensus on these initiatives masks underlying tensions. If the Natixis partnership is blocked, Generali risks missing out on cross-border synergies. Conversely, a Mediobanca-led slate might prioritize short-term gains over long-term ESG commitments.

Investors must weigh these trade-offs. Generali’s stock (GEN.MI) has underperformed the FTSE MIB Index by 8% over the past year, reflecting market skepticism about its governance clarity. Yet, the company’s Q1 2025 ESG initiatives—paired with its 33.4% international ownership—position it to attract ESG-focused capital flows.

The outcome hinges on whether Fondazione CRT’s institutional criteria will prioritize operational stability or radical ESG transformation. For now, the boardroom remains a microcosm of Italy’s broader struggle to balance shareholder interests with the imperatives of sustainability. The stakes, quite literally, could not be higher.