Generali SpA

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Board of Directors

The Board of Directors has the broadest powers of management and is responsible for ensuring that the decisions of the shareholders’ meeting are implemented promptly and correctly.

The current Board of Directors was elected on 28 April 2016 and will remain in office until the shareholders’ meeting called to approve the 2018 financial statements, therefore until April 2019.

The Board of Directors comprises 13 directors. A significant effort is made to ensure "gender quotas" (there are five women on the board) and a broad range of expertise. Considering international best practices and increasingly established requirements in the world of finance, the Board of Directors mainly comprises independent directors. Eight out of thirteen directors (61,54% of the Board) are classified as independent, well above the minimum requirement under current regulations.

The current members of the Board of Directors are:

Giuseppe Catalano (Secretary of the Board of Directors)

*As defined by the Italian law and the Corporate governance code

** As defined by the Italian law

In accordance with the list voting system, 11 directors were appointed from the majority slate presented by the shareholder Mediobanca, while 2 directors were elected from the minority slate presented by several asset manager companies (Assogestioni).

  • The size of the Board of Directors is on average with the Italian and European peers (with the exception of UK companies).

Size - European Comparison and Domestic Comparison

*Assonime "Corporate governance in Italy: self-regulation and remuneration"

**Spencer Stuart “Italia Board Index 2015”

  • The level of independence of the Generali Board exceeds the average of Italian and European peers.

% Independence - European Comparison and Domestic Comparison

*Assonime "Corporate governance in Italy: self-regulation and remuneration"

**Spencer Stuart “Italia Board Index 2015”

  • The presence of women on the Board has grown to 38,46% of members, above the Italian and European average.

** Spencer Stuart «Italia Board Index 2015»

 

  • The average age of the Board is 56.92 years, below the average in Italy in the banking and insurance sector. The articles of association, approved in 2012, set precise age limits for the roles of director (77 years), chair (70 years) and chief executive officer (65 years).

*Hay Group «Non Executive Directors in Europe 2014»

**Assonime «Corporate Governance in Italy: self-regulation and remuneration»

Generali Directors must be chosen based on their professional expertise and competence from among people who have at least three years’ total experience as a qualified professional in the insurance, credit or financial sector. They must also meet specific integrity and independence requirements.

 

The members of the Board of the Directors and Supervisory Board must, individually and as members of such corporate body, have adequate experience and knowledge of:

  • Markets in which the company operates
  • Strategy and the business model
  • Governance system
  • Actuarial and financial analysis in relation to insurance companies
  • Legal context and regulatory requirements

 

The current Board has an optimal blend of skills and experience, including internationally. In particular:

  • Managerial experience, experience in industrial, insurance and finance sectors is well represented, offering a range of different perspectives
  • Experience in large companies is well represented (54%)

For information on directors’ compensation, see the remuneration section.

For information on directors’ shareholdings, see the shareholdings section.