What is happening on the judicial front for Cattolica which a few days ago approved the transition from cooperative to spa and opened the doors to Generali
There is no peace for Cattolica Assicurazioni. After the assembly of 31 July , which sanctioned the transformation from a cooperative to a joint stock company and gave the go-ahead for the entry of Generali – which brings 300 million euros as a dowry, more than half of the 500 million capital increase required from IVASS – comes the investigation by the Verona prosecutor on the governance of the group following a report from Consob.
At the moment the suspects, for whom the hypothesis of crime is an illicit influence on the assembly, are 11 including the president Paolo Bedoni, the general manager Carlo Ferraresi, the secretary of the board of directors Alessandro Lai. The number, however, "could increase based on what will emerge during the investigations that have just begun," Verona prosecutor Angela Barbaglio told Corriere del Veneto .
The action of the judiciary arose following the statements made to Consob on 15 November by the former CEO Alberto Minali, who was torpedoed on 31 October 2019 during an extraordinary board of directors. Following the defenestration of Minali, the commission led by Paolo Savona had started a series of investigations culminating in the inspection on 18 December.
It should be remembered that Minali has an open dispute with the insurance group: on 29 May he resigned from the board of directors and asked for € 9.6 million in compensation, which is why he will go straight to the dispute in the Court as the Cattolica board has already decided .
WHAT IS CONTESTED AT THE TOP OF CATHOLIC
According to what was reported to the Corriere del Veneto by the deputy prosecutor Bruno Francesco Bruni, who follows the file together with the deputy Alberto Sergi, the Verona Public Prosecutor's Office moved on the basis of a "detailed report from Consob" and instructed the Guardia di Finanza to “Carry out a series of acquisitions of deeds”. The 11 members of the Veronese group are accused of "the accusation of 'illicit influence on the assembly'. Or rather, on the basis of article 2.636 of the civil code, 'the artificial formation of assembly majorities' ". The hypothesis being examined by the investigators is that "blank proxies" were conferred. The magistrate explained to the newspaper: "With our investigations we do not intend to hinder the trends and corporate restructuring, but to clarify".
THE ACCUSATIONS OF MINALI
But what did Minali tell Consob? As reported by Ansa , within the insurance group there was "a power maintenance scheme put in place through the control of the proxies collected through agents, suppliers and business consultants". All this took place thanks to "interests" and a "relational network" capable of "influencing the outcome of the votes in the assembly, determining the majority of votes in favor of the renewal of his candidacies, all through simulated acts to the detriment of equal treatment of the shareholders ".
In the allegations made by Minali, Bedoni allegedly "exploited" the reputation of the ex CFO of Generali Italia "on the market and among the shareholders in order to obtain the necessary consents for his re-election in the April 2019 assembly and then implement the plan over time aimed at revoking my proxies so as to prevent my corporate 'cleaning' action from hindering the power maintenance scheme put in place by controlling the proxies collected through agents, suppliers and corporate consultants ".
Furthermore, the chairman of Cattolica – again according to Minali's words – was determined to break the contractual relations with the consultant-shareholders and the suppliers-partners who were not aligned with the board. In the meeting of the board of directors on 10 May 2018, following the shareholders' meeting on 28 April 2018, "the chairman vehemently lashes out against those suppliers and corporate consultants who voted against the proposals (of the board of directors, ed) proposing the termination of any contractual relationship. This is based on the unspoken assumption that the offices should be assigned on the basis of voting events and not on the basis of the quality and affordability of the services ". An invitation reiterated other times at the then ad. "The mechanism for controlling proxies – the press agency still reports – would also run through some agents in charge of collecting them" and "providing their services", including "the payment of transport costs", only to members willing to vote in favor of the resolutions presented by the board.
Minali then recalled the role of Coldiretti, chaired for years by Bedoni, who was "another pillar of the voting system". The Confederation of Farmers had in place with Cattolica "a contract for distributing policies with payment of contributions and commissions completely independent of the quality of the business produced", a "substantial sponsorship" of 2 million and "heavily negative" investment transactions in the fund Agris. Minali, moreover, would have been criticized by Bedoni for making these activities cheaper as "the recovery of profitability, which Cattolica needed in the agri-food business, was carried out in disregard of the long-standing relationships with the associative world represented by Coldiretti" .
THE COUNTERFEIT OF CATTOLICA
Cattolica responded promptly, as expected, to the accusations made by Minali. "The judicial authorities, in the various offices, will judge the imaginative and now more than interested reconstruction of the events provided by Mr. Minali, who not only rejects the company in its entirety, but which it considers seriously damaging its image and reputation, with possible serious repercussions on the company's operating performance. And of this Mr. Minali will certainly be called to respond, ”a spokesman for the group told Ansa. "The company – he added – confirms that all the actions and resolutions implemented have been adopted in full compliance with the regulations
in force and also according to the indications coming from the Authorities and that in particular the shareholders' meeting resolutions adopted are valid for all purposes ".
THE INSURANCE OF FERRARESI
In the meantime, Carlo Ferraresi, who was appointed CEO at the board meeting on Tuesday – a vacant role after the dismissal of Minali – wanted to reassure the employees of the company on the proper conduct of the last three meetings of Cattolica. "I reiterate and reiterate to all of you that we have, as always, operated in absolute correctness and regularity in the shareholders' meeting under investigation". In particular, the last two meetings were held "with the intervention of an independent designated representative, such as Computershare Spa, and therefore through computer-only collection and voting mechanisms and without the involvement of the company and its structures", clarified the former general manager who then added: "We have full confidence in a prompt and rapid clarification of the position of the company and of all the people involved and also confidence in the rapid activity of the judicial authority". As for the assembly of 31 July, which sanctioned the transformation from cooperative to spa and in fact opened the doors to Generali, Ferraresi specified that "the resolutions passed are valid for all purposes" and that “The important operation that sees us engaged with Generali will continue as planned”: “We will continue along the path of strengthening the company undertaken together and we will do so also thanks to the partnership with Generali”, he concluded.
This is a machine translation from Italian language of a post published on Start Magazine at the URL https://www.startmag.it/economia/tutte-le-grane-di-cattolica/ on Mon, 10 Aug 2020 05:00:03 +0000.