Generali SpA

    premises & global services
                               

    Committees

    Generali has established five Committees with advisory, proposing and investigating responsibilities towards the Board. The Related-Party transactions Committee, the Risk and Control Committee, the Appointments and Remuneration Committee, the Corporate Governance, social and environmental Sustainability Committee and the Investments and Strategic Operations Committee are all established by and composed of members of the board.

    The Committees generally meet according to a schedule agreed by the Board of Directors before the end of each business year, or whenever deemed necessary by the chair. The Committees meet prior to board meetings, well in advance to address the matters they are required to report to the Board.

    Non-members – including other members of the Board of Directors and the group managers – may attend Committee meetings upon invitation of the chair of the Committee, in order to address individual items on the agenda.

    For information on Directors' shareholdings, see the shareholdings section.

    RISK AND CONTROL COMMITTEE

    Responsibilities: it is in charge of the assignments ruled by the Italian Corporate Governance Code which are, among the others: assisting the Board with tasks relating to the internal control system and risk management and to other specific matters related to them (e.g.: the adoption and review of the Group policies according to Solvency 2 rules and the assessing proposals for the appointment of the auditing firm).

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    APPOINTMENTS AND REMUNERATION COMMITTEE

    Responsibilities: it is in charge of the assignments ruled by the Italian Corporate Governance Code for both Appointments and Remuneration Committees. Such Committee provides opinions and makes non-binding proposals on the nomination and remuneration of directors and managers with strategic responsibilities and also on the remuneration policy and other subjects related to appointment and remuneration.

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    CORPORATE GOVERNANCE, SOCIAL AND ENVIRONMENTAL SUSTAINABILITY COMMITTEE

    Responsibilities: performing a consultative, recommendatory and preparatory role in favour of the Board, to formulate opinions and proposals on the decisions to be taken regarding the corporate governance of the Company. Provides advice and suggestions in relation to social and environmental sustainability matters.

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    INVESTMENTS AND STRATEGIC OPERATIONS COMMITTEE

    Responsibilities: supports the Board as regards operations of strategic significance for the Group and investments, including those concerning the Group’s strategic asset allocation and asset liability management. In this respect it assesses in advance operations, activities and other initiatives of strategic significance, or bound to affect the Group’s structure or business model.

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    RELATED-PARTY TRANSACTIONS COMMITTEE

    Responsibilities: giving advice on related parties transactions within its competence, in accordance with the relevant procedures, and reviewing such procedures. 

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