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 (2021) to the Managing Director/Goup CEO and to the Executives 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 Functions.
As disclosed in the Group Report on Remuneration Policy and Payments, the main profitability metric used in our Group Incentives System is the Group Adjusted Net Profit reported in the financial statements, normalised by excluding any extraordinary items not predictable (due to, by way of example only: amortisation/goodwill depreciation, significant legal/regulatory/legislative changes, and significant impacts resulting from changes to tax treatment, gains/losses from M&A) and approved by the Board of Directors upon the recommendation of the Appointments and Remuneration Committee.
As disclosed in the Group Report on Remuneration Policy and Payments, for 2021, the Normalised Group Adjusted Net Profit is equal to ca. € 2,824 mln, versus a Group Adjusted Net Profit of ca. € 2,795 mln, as disclosed in the financial statements. The difference of ca. € +29 mln is due to the net adjustments (both positive and negative, as the case may be) specifically approved, item by item, by the Board of Directors according to the definition of Normalised Group Adjusted Net Profit. In particular for 2021, net adjustments have been approved with respect to the following items:
- Charge related to a risk provision for disputes resulting from an M&A transaction (ca. € -35 mln);
- Extraordinary charge related to Covid-19 in France (ca. € -3 mln in 2021): exceptional charge imposed at the end of 2020 by the French Government on health insurance policies, to finance the additional costs borne by the social security system as a result of the Covid-19 pandemic;
- Net impact of some changes in the Group perimeter (ca. € +8 mln): net impact on the results of some effects which were not included in the target perimeter, in particular for the contribution of the recent acquisition of AXA Insurance S.A. in Greece and for the additional contribution of Società Cattolica di Assicurazione S.p.A following the increase of the Generali stake in the company (net of the extraordinary costs related to the public tender offer).
For the sake of methodological clarity, note that an adjustment related to an item with a positive sign implies a decrease of the Normalised Group Adjusted Net Profit by such amount, while an adjustment related to an item with a negative sign implies an increase of the Normalised Group Adjusted Net Profit by such amount.
In conclusion, the total net impact of the (positive/negative) adjustments listed above is ca. € +29 mln compared to the Group Adjusted Net Profit disclosed in the financial statements, therefore leading to a Normalised Group Adjusted Net Profit of ca. € 2,824 mln.
As disclosed in the Group Report on Remuneration Policy and Payments, in view of the expiry of the term of office of the current Board of Directors, with the approval of the financial statements for the financial year 2021, the specific remuneration of the Managing Director/Group CEO to be appointed by the competent corporate bodies and the relevant amounts shall be the subject to the resolutions to be taken, pursuant to applicable laws and regulations (including Article 2389, paragraphs 1 and 3 of the Italian Civil Code), by such corporate bodies in compliance with the general principles contained in the 2022 Remuneration Policy.
The remuneration of the Managing Director/Group CEO - in line with what has been implemented for the 2019-2021 mandate - is structured according to and in compliance with market practices and regulatory requirements, so as to ensure a correct balance between fixed compensation, variable annual cash and deferred share-based incentives linked to predefined and measurable short and long-term financial, economic and operational and non-financial/ESG goals, as well as additional benefits in line with Group policies and specific Share Ownership Guidelines.
The Group Report on Remuneration Policy and Payments shows the fixed and variable elements that constitute the remuneration package of the Managing Director/Group CEO, and the relevant weights versus the overall Annualised Pay-Mix (target and maximum), considering, in line with the market and industry expectations and recommendations at regulatory level, that:
- a reduction, compared to the past, in the ratio between variable remuneration and fixed remuneration is foreseen;
- no launch of a new co-investment share plan linked to the mandate is being proposed.
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 14th April 2022). 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 14th April 2022. 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 2022 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 2022 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 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 2022) 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.
As has taken place in the recent past, the agenda for this meeting also includes a proposal for an amendment to the Articles of Association.
ISVAP Regulation no. 17/2008 stipulates that upon each amendment to the Articles of Association, the insurance companies deliberate on an update of the clause of the latter that, pursuant to such regulation, states the amount of share capital and other equity elements.