This section answers a number of questions about the Shareholders’ Meeting.
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 has been identified as April 12, 2017).
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 12 April 2017. 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 either attend personally or appoint a proxy in writing. Shareholders with voting rights may appoint a single proxy for each Shareholders' Meeting (subject to the exemptions established in art. 135-novies of Legislative Decree no. n. 58/1998), without prejudice to the option to appoint substitute proxies or the Designated Representative of the Company. 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 is 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 – Annual General Meeting – AGM 2017) 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 applicable laws and regulations, listed insurance and reinsurance companies are required to publish the remuneration report within a set period. This report includes three sections: the first section describes the remuneration policy for members of the corporate bodies and managers having strategic responsibilities and of the control functions, the second section describes how the policy has been implemented, detailing also the actual fees paid, the third is relevant contains the reports of control functions verifications executed by Audit, Compliance and Risk Management functions. In this framework, the Shareholders’ Meeting is called upon to pass a binding resolution on the first part only, and it merely needs to be informed about the second section.
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.
In line with last year, a new long-term incentive plan based on Assicurazioni Generali shares - the 2017 Group LTI - has been submitted to the approval of the Shareholders' Meeting. The plan is spread out over a total period of 6 calendar years, 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 in terms of Economic Solvency Ratio. The plan is based on a 3-year performance period and additional sale-restriction period of two years on half of the granted shares (minimum holding period). The plan provides for a maximum number of 12,500,000 shares equal to 0.80% of the current share capital.
The Board of Directors, upon proposal of the Appointments and Remuneration Committee, evaluated, during the compensation review for the new Group CEO and also considering the resignation of the former Group CEO, the need to re-define a compensation package more aligned with the levels and market practices of main competitors and more effective from a retention perspective in order to guarantee managerial continuity in the interests of shareholders and market.
In this context, consistently with the Group pay-mix policy focused on variable pay, especially on the long term component, the Board of Directors has resolved to approve the proposal for a one-off special stock plan for the Group CEO referred to the whole three-year mandate, to be submitted to the approval of the Shareholders’ Meeting, with the aim to:
- pursue, in line with the applicable regulations as well as with the market best practices (including the recommendations of the Corporate Governance Code for Listed Companies), the objective of strengthening the long-term goals sharing between the shareholders & the Group CEO. This goal will be achieved also through the personal and relevant investment of 200,000 Generali shares already executed by the Group CEO together with the definition of a unique and challenging target of shareholders value creation represented by a three-year Total Shareholders Return ("TSR") of 72.8% (equal to a 20% yearly return);
- maximize the retention effects, while additionally promoting the achievement of the strategic plan targets communicated to the market. The Appointments and Remuneration Committee defined the proposal of a special incentive / co-investment plan, rather than an increase of the fixed remuneration or other components not linked to Group performance (as an example stability pacts). This plan, maintaining the same perceived value of the overall compensation package, aims to pursue the growth of Generali’s shares value while aligning, at same time, the personal economic interest of the Group CEO to the interest of the shareholders and maintaining high focus on the sustainability & continuity of results over time as well as on long term challenging strategic targets.
The plan provides for a one-off award, in July 2019, of a maximum of 200,000 Generali shares (and up to max 50,000 additional shares linked to the dividend equivalent mechanism) subject to: (i) the maintenance of the ownership by the Group CEO of 200,000 Generali shares already held by him and bought personally by him until the current term of office terminates; (ii) the achievement of a specific maximum three-year goal of Total Shareholders Return (TSR) corresponding to 72.8%; (iii) the achievement of a specific Economic Solvency Ratio threshold equal to 130% (iv) the maintenance of the role of Group CEO until the current term of office terminates (the termination of the relationship, for any reason, before this term entails the forfeiture of any right); (v) malus & claw back clauses and additional two-year holding for the shares actually granted in line with regulatory requirements, Group remuneration policy and market best practices as well as with investors' recommendations.
The plan proposal has been implemented within our rigorous Group governance processes on remuneration. In particular, the Appointments and Remuneration Committee - after an extensive internal process of sharing with the support of leading independent external consulting firms both on executive reward in financial sector and on regulatory and legal fields - has resolved to propose to the Board a compensation package in line with best practices & market benchmark (with particular reference to Allianz, Axa, Zurich, Aviva and Unipol Sai) and aligned with regulatory requirements and with the long term strategy of Generali in the interest of shareholders.