Through the remuneration policy we aim to attract, motivate and retain the people who - for their technical and managerial skills and their different profiles in terms of origin, gender and experience - are a key factor for the success of the Group as reflected in our values.
Our remuneration policy reflects and supports our strategy and values: to be a global insurance Group with an approach that creates value and sustainability in our results, valuing our people and maintaining our commitment to all stakeholders.
THE TOP KEY TOPICS OF OUR REMUNERATION POLICY
Our policy is based on the following principles that guide our remuneration programs and consequent actions:
- Equity and consistency of remuneration in relation to the assigned responsibilities and capabilities demonstrated;
- Alignment with corporate strategy and goals defined;
- Competitiveness with respect to market trends and practices;
- Value merit and performance, in terms of results, behaviors and values;
- Clear governance and compliance with the regulatory framework.
Merit is a key factor in our remuneration policy. The system we implement to recognize merit focuses on several elements:
- creating incentive systems that establish a direct link between remuneration and results;
- assessing results not only with respect to quantitative targets, but also with respect to the actions taken to achieve them and consistency with Generali values;
- performing interim, annual and multi-annual performance assessments;
- providing performance feedback on an interim – as well as annual – basis, to enable alignment with expected targets and the implementation of corrective actions;
- sharing the annual assessments of all key company executives at a calibration meeting attended by the group’s management, to help ensure that reward systems are fair, consistent and transparent;
Specifically, the Group pays particular attention to the governance processes relating to the members of the Global Leadership Group, which represent the main ca.200 Group roles with higher organizational weight and impact on the results and strategy implementation process.
To learn more about our policy on remuneration and related compensation information for the top management, refer to the Remuneration Report 2016.
The remuneration package consists of a fixed component, a variable component and benefits, structured in a balanced way.
The fixed salary remunerates the role held and responsibilities assigned, also considering the experience of the relevant incumbent and the skills required, as well as the quality of the contribution made in terms of achieving business results.
The variable remuneration is defined by means of short (STI) and long-term (LTI) incentive plans in order to motivate the management to achieve business targets both qualitative and quantitative.
Our remuneration package is structured to achieve annual and multi-year results, in order to keep a performance level sustainable over time.
The remuneration package also include benefits, such as supplementary pensions and health care, company car and those related to internal and international mobility in line with market practices.
The incentive plan structures provide for entry thresholds connected with the company’s financial position and risk management; risk indicators and malus and claw-back clauses are included in all short and long-term variable incentive systems.
Specific guidelines on the balancing of the different components of remuneration are defined for each target group. The table below illustrates the Target pay-mix: the typical balance between the fixed and variable components of remuneration assuming target performance is achieved, and the typical balance between annual and deferred variable components assuming target performance is achieved.
|Managing Director/Group CEO||25%||75%||33%||67%|
|Other managers with strategic responsibilities||37%||63%||40%||60%|
“Other managers with strategic responsibilities”: the members of the GMC and other first reporting roles to the Managing Director / Group CEO and to the General Manager. The role of Group CRO is excluded from this cluster, while is included amongst the control functions.
Group Short Term Incentive (STI):
The Group Short Term Incentive (STI) is the annual bonus system, according to which a cash bonus can be obtained from 0% to 200% of the individual target baseline, depending on:
- the Group funding, linked to the results achieved in terms of Group Operating Result and Net Profit Adjusted and subject to the verification of the achievement of a minimum level of Economic Solvency Ratio;
- the achievement of the goals defined in the individual balanced scorecard in which 5 to 7 targets are set at Group, region, country, business/function and individual level - as appropriate - defined in terms of value creation, risk adjusted profitability, effectiveness, strategic initiatives,customer centricity and people empowerment.
Group Long Term Incentive (LTI):
The Group Long Term Incentive (LTI) is the multi-year plan based on Generali shares (subject to Shareholders’ approval), with the following features:
- the plan is paid out over a total period of 6 years, it is linked to specific Group performance targets (Return on Equity and relative Total Shareholders Return) and is subject to the verification of the achievement of minimum level of Economic Solvency Ratio;
- the plan is based on a 3-year performance period and additional sale-restriction periods on granted shares (i.e. minimum holding) up to two years.
For the Control functions (Internal Audit, Risk Management, Compliance and Actuarial function) were defined specific guidelines in line with specific regulatory requirements.
The current remuneration policy for all non-executive directors (independent or not independent), establishes that remuneration shall consist of a fixed component and, of an attendance fee which will be issued for each attended meeting of the Board of Directors, in addition to the reimbursement of expenses incurred by their attendance.
Directors who are also members of board committees are paid an additional emolument with respect to that already received for their role as members of the Board of Directors (with the exception of those who are also managers of the Generali Group). Said additional remuneration is set according to the duties assigned to the relevant committees and the effort and time required of them, in terms of the number of meetings and preparation required. Those emoluments are established by the Board of Directors in accordance with art. 2389, 3rd paragraph, of the Italian Civil Code.
In order to align Generali to the best International market practices, from this year is not provided any variable remuneration (until the expiration of Board mandate for the approval of the financial statement as of December 31st 2015, a variable component was otherwise foreseen equal to the 0.01% of the consolidated profit with a limit of € 300,000 to be split equally between the Directors of the Board).
The remuneration policy for the Chairman includes remuneration for his role as member of the Board of Directors, as specified above, in addition to an annual fixed remuneration that is determined in relation to the powers conferred, to his position, to his skills and experience, and also on the basis of comparative analyses with similar figures at both a national and international level. Just like all non-executive directors, the Chairman's variable remuneration does not involve his participating in short and medium/long-term incentive plans.
The policy for this role also entails the assignment of certain non-monetary benefits, such as insurance coverage against professional injury and disease, as well as healthcare and business and personal use of a company car with driver.
The policy for these roles entails payment of a fixed gross annual remuneration for the entire duration of the appointment, increased by 50% for the Chairman of the Board of Statutory Auditors; there are no variable components to the remuneration.
Members of the body shall also have the right to receive a refund for all expenses incurred by virtue of their office and shall benefit from the D&O insurance policy.