FAQ

This section answers a number of questions about the Shareholders’ Meeting.

The Group Report on the Remuneration Policy and payments is the document submitted to the Shareholders’ vote in the Annual General Meeting in accordance with IVASS regulations on remuneration policies (contained in Regulation no. 38 of 3 July 2018) and the regulatory provisions applicable to listed issuers (art. 123-ter CLFI and CONSOB issuer regulation).
The Report contains:

  • a Section I, subject to Shareholders’ approval: this section includes the description of the principles of our Policy, the structure of our incentive system, and the other elements of the remuneration package. In accordance with the requirements of the IVASS regulation, the section also contains, among other things:
    - an illustration of the general features, the reasons, and the purposes that we intend to pursue through our Remuneration Policy;
    - information regarding the decision-making process used to define the Remuneration Policy, including the individuals/bodies involved;
    - indications as to the criteria used to define the balance between fixed and variable remuneration and the parameters, reasons, and relevant deferral periods for the payment of the variable remuneration, as well as the policy regarding payments in the event of termination;
    - information regarding the changes made compared to the policies previously approved;
     
  • a Section II, subject to the advisory vote of the Annual General Meeting: this section provides ex-post disclosure on the remuneration paid in the previous financial year (2022) to the Managing Director/Group CEO and to the Managers with Strategic Responsibilities, including information on the implementation of the incentive system;
     
  • a Report containing information on the remuneration verifications carried out by the Audit, Compliance & Risk Management Key Control Functions.

No, both the 2020-2022 Long-Term Plan and the Co-Investment Share Plan related to the 2019-2021 mandate for the Managing Director/Group CEO had prices at grant which did not determine windfall gains. More into detail:

  • For the 2020-2022 Long-Term Plan the price at grant was €17.71, calculated, in line with the approach approved by the Annual General Meeting according to best practices, as the average share price of the three months prior to the Board of Directors on March 13th, 2020, which approved the 2019 Financial Statements. As such, the price at grant was not affected by the pandemic and it was in line or above with the average Generali’s share price in the preceding months, namely:
    • 6 months (12.9.2019-12.3.2020): €17.99
    • 9 months (12.6.2019-12.3.2020): €17.54
    • 12 months (12.3.2019-12.3.2020): €17.29
  • For the Co-Investment Plan related to the 2019-2021 mandate for the Managing Director/Group CEO the price at grant was €16.56, calculated, in line with the approach approved by the Annual General Meeting according to best practices, as the average share price of the three months preceding the approval of the Plan by the Board of Directors on June 20th, 2019. As such, the price at grant was not affected by the pandemic and it was in line or above with the average Generali’s share price in the preceding months, namely:
    • 6 months (20.12.2018-20.6.2019): €15.96
    • 9 months (20.9.2018-20.6.2019): €15.44
    • 12 months (20.6.2018-20.6.2019): €15.25

Considering the above and Generali’s share price, it is clear that the vesting of awards under both aforementioned share plans did not determine windfall gains.

The Articles of Association and the By-Laws are available on this page.

The Shareholders’ Meeting Notice was published on 15th March 2023 in the website on this page and on 16th March 2023 in the newspapers “Sole 24 ore” and “Milano Finanza”.

As for attendance and voting, the authorised financial intermediary holding Generali shares must be instructed to send a notice to the Company concerning attendance. This notice includes the number of shares held in custody at the end of the seventh market day before the date of the Shareholders' Meeting in first or single call (i.e. record date, which this year is 17th April 2023). Shareholders qualifying as such after the record date are not entitled to attend and vote at the Shareholders' Meeting. The notice must be delivered to Assicurazioni Generali by the end of the third market day before the date of the Shareholders' Meeting in first or single call. Shareholders may attend and vote also if the notice from the authorised intermediary is delivered after the deadline, provided it is delivered by the start of the Shareholders' Meeting

Pursuant to the Legislative Decree no. 27/2010, as amended, the rights to attend and to vote at the Shareholders' Meeting may be exercised by Shareholders who – at the end of the seventh business day before the day of the Shareholders' Meeting (i.e. the record date) – are holders of shares of the issuer and have notified their intention to attend the Shareholders' Meeting to the authorised intermediary. This right is not forfeited if shares are transferred wholly or in part after the record date, which, for this Shareholders' Meeting, is 17th April 2023. Any registration of purchase or sale after that date is not relevant for the purpose of entitlement to attend and vote at the Shareholders' Meeting.

Pursuant to the Legislative Decree no. 27/2010, as amended, the rights to attend and to vote at the Shareholders' Meeting may be exercised by Shareholders who – at the end of the seventh business day before the day of the Shareholders' Meeting (i.e. the record date) – are holders of shares of the issuer and have notified their intention to attend the Shareholders' Meeting to the authorised intermediary. This right is not forfeited if shares are transferred wholly or in part after the record date, which, for this Shareholders' Meeting, is 17th April 2023. Any registration of purchase or sale after that date is not relevant for the purpose of entitlement to attend and vote at the Shareholders' Meeting.

Shareholders may only attend the 2023 Annual General Meeting by conferring a proxy to the Representative Designated by the Company,  Computershare S.p.A.. For further details please refer to the procedure for participation and voting by proxy available on the page dedicated to the 2023 AGM. The proxy is also valid for the subsequent calls of the Shareholders' Meeting. The proxy is not valid if the name of the representative is not stated; the proxy and the related voting instructions may be revoked. The proxy must be in writing and the proxy form will be available on the website of Assicurazioni Generali and at the registered office. The proxy is also valid for the subsequent calls of the Shareholders' Meeting. The proxy is not valid if the name of the representative is not stated; the proxy and the related voting instructions may be revoked. The proxy must be in writing and the proxy form will be available on the website of Assicurazioni Generali and at the registered office.

The Designated Representative of the Company is the organisation the Company may appoint for each Shareholders' Meeting, pursuant to article 135-undecies of the Code on Financial Intermediaries, that Shareholders may appoint as proxy, providing voting instructions on some or all the items of the agenda, by the second business day before the Shareholders' Meeting. Proxies must be appointed using the appropriate form, which may be downloaded from the website and is free of charge for Shareholders. For this Shareholders' Meeting, the Designated Representative is Computershare S.p.A., as specified in the Shareholders' Meeting Notice.

Reports are available to the public at the registered office, on the website (section Governance – AGM 2023) and on the storage mechanism used by the Company, known as "eMarket SDIR", by the deadline set for the issues of the Shareholders' Meeting Notice of call or as required by the applicable laws.

Pursuant to the Legislative Decree no. 27/2010, the Shareholders' Meeting minutes must be available within 30 days from the day of the Meeting. Within 5 days from the day of the Shareholders' Meeting, a summary must be published on the website, detailing the outcomes of the votes, the number of shares represented in the Shareholders' Meeting and the percentage of the share capital represented by the shares for which votes have been cast, the number of votes in favour, the number of votes against the resolutions and the number of abstentions.

No it is not. Pursuant to article 123-bis, paragraph 3, of the Legislative Decree no. 58 of 24 February 1998, the Board of Directors of the Company is called upon to adopt the Corporate Governance Report. This document, as a consequence, is not subject to discussion and approval by the Shareholders’ Meeting.

The Assicurazioni Generali S.p.A. Board of Statutory auditors - which consists of three permanent and two substitute Statutory Auditors – is appointed by the Shareholder Meeting in an ordinary session, based on lists of candidates in accordance with current law provisions, with the current Rules and Procedures and with the Articles of Association. The lists may be submitted by shareholders who, either severally or jointly, represent at least the minimum percentage of share capital required to submit a list for the Board of Directors of Assicurazioni Generali (0,5% of the share capital) within the deadlines and according to the procedures set out in the Notice of Call. Each of the list shall comprise two sections: one for appointing permanent and the other for appointing substitute Statutory Auditors. The first two candidates in the list that obtained the most votes and the first candidate in the list which came in second by number of votes shall be elected permanent Statutory Auditors, whereas from both lists will be drawn the first candidate to substitute Statutory Auditors. The permanent Statutory Auditor taken from the list which came in second will become Chairperson. If, instead, only one list is submitted, all the Statutory Auditors to be elected shall be drawn from that list and the first candidate shall be appointed Chairperson. For further information, please refer to Chapter III (Governing Bodies of the Company), lett. D. (Board of Statutory Auditors) of the Assicurazioni Generali S.p.A. Articles of Association.

The AGM of April 29th 2022 elected the Company’s Board of Directors that will hold office until the AGM that will approve the financial statements as at December 31st 2024, also determining the number of Directors as 13 (the lowest provided for under the Articles of Association) and the names of the elected Directors based with the so-called “voto di lista” system, that is a method based on fixed slates of candidates. Subsequently, one of the elected Directors resigned: the Board, consequently, decided to restore the correct number of its members by coopting Stefano Marsaglia in accordance with s. 2386 of the Italian Civil Code.

Pursuant to paragraph 1 of the same article of the Code, Directors coopted in this way hold office only until the next General Meeting. As a consequence, the AGM called for April 26th and 28th 2023, first and second call respectively, both in an ordinary session, will be also called to elect a member of the Board of Directors, with a term of office aligned with the other Directors, i.e. until the AGM that will approve the financial statements as at December 31st 2024. As the aforementioned election is concerned, the Board of Directors proposed that the coopted Director be confirmed.

Generali has always been attentive to relations with its shareholders, considering their involvement in its corporate life to be a fundamental and essential value. To this end, our Company is one of the few large Italian listed companies to provide all entitled shareholders with the opportunity to watch the entire assembly proceedings via streaming. Specifically, the public part is accessible to all interested stakeholders directly on the generali.com website, while the private part is available upon registration to all entitled shareholders (further information is available at the link: https://www.generali.com/governance/AGM-2023/AGM-2023-live-streaming).

In order to allow an ever wider audience of stakeholders to attend this fundamental moment of corporate life and institutional communication, in 2016 Assicurazioni Generali launched the SMEI – the Shareholders' Meeting Extended Inclusion program, in order to mitigate the impact of possible physical, communicative and sensory barriers to participation in the Meeting. In fact, for the AGM on 28 April, the live streaming service will be available, other than in Italian, also in English, French, German, Spanish and in Italian sign language (LIS) through a simultaneous translation, in addition to having subtitles in Italian. More information on the SMEI program can be found at the link: https://www.generali.com/governance/AGM-2023/AGM-2023-SMEI-program.

Furthermore, to incentivize shareholder participation, in 2022 Generali launched the "A tree for a Shareholder" project, planting a tree for each of the shareholders who attended the Meeting (for a total of around 3,500 trees, planted in the municipality of Levico Terme, one of the areas most affected by the Vaia storm of 2018). The initiative will be replicated again this year, combining the participation of each shareholder - who constitutes for us a symbol of trust - with a concrete gesture, right in the communities in which Generali has always been present. For more information please see the dedicated section at  https://www.generali.com/governance/annual-general-meeting/a-tree-for-a-shareholder.

It should also be noted that Generali is one of the few Italian companies to have two distinct and specific functions for handling relations with shareholders, not only in the runup to the AGM, but throughout the entire year: the Investor & Rating Agency Relations, which handles relations with institutional investors, analysts and rating agencies; and the Shareholders Unit which, in addition to being the office responsible for coordinating AGM activities, handles relations with retail shareholders. The offices are available to answer all questions and needs of our shareholders: institutional investors can call the number + 39 040 671402 or send an email to ir@generali.com; retail shareholders, on the other hand, can contact us at +39 040 671621 or at the email addresses shareholders@generali.com and azionisti@generali.com.