This section answers a number of questions about the Shareholders’ Meeting.
As disclosed in the Group Remuneration Report, the main profitability metric used in our Group Incentives System is the “Group Net Profit Adjusted” that it is the Group Net Profit reported in the financial statements, adjusted 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 in accordance with these guidelines.
According to market standards and as considered appropriate for incentive purposes, every year the Board of Directors, upon the recommendation of the Appointments and Remuneration Committee, makes an assessment versus target of the Net Profit result, adjusted by excluding extraordinary items not predictable in line with the criteria provided by the reference Remuneration Policy.
For 2020 the Group Net Profit Adjusted is equal to ca. euro 2,153 Mio vs the Normalized Group Net Profit (ca. euro 2,076 Mio), as disclosed in the financial statements. The difference of ca. + euro 77 Mio comes as a result of net adjustments (both positive and negative as the case may be) specifically approved item by item by the Board of Directors according to the above mentioned definition as reported in the Remuneration Report. In particular for 2020, net adjustments have been approved in respect of the following items:
- benefit in terms of liability management interests (ca. + euro 12 Mio): i.e. the positive impact on the 2020 results deriving from the non-recurring liability management operation (as disclosed in the financial statements for the purpose of calculation the Normalized Group Net Profit);
- higher final tax rate applied in France in 2020 compared to the one initially planned by the Government (ca. - euro 22 Mio);
- unforeseen costs and interests determined by recent and unexpected developments of a litigation in Germany (ca. - euro 21 Mio);
- partial release of a provision fund made in relation to a sanctioning proceeding (ca. + euro 13 Mio): i.e. the partial release of a provision fund made in relation to such proceeding as a result of the final application of a fine lower than the one initially foreseen and budgeted;
- extraordinary Covid charge in France (ca. - euro 46 Mio): i.e. an exceptional charge imposed at the end of 2020 by the French Government on health insurance policies to finance additional costs borne by the social security system as a result of the Covid pandemic;
- contribution to the French national fund supporting SMEs and other extraordinary Covid impacts (ca. - euro 13 Mio): i.e. the contribution to a French national fund supporting SMEs in the context of the Covid pandemic (ca. euro 20 Mio in total, only half of which financed through the Group Covid Fund) and other initiatives in line with the ones financed through the Group Covid Fund, such as donations of ambulances and other donations to hospitals.
A positive adjustment refers to a decrease of the Group Net Profit Adjusted result by such amount, while a negative adjustment refers to an increase of the Group Net Profit Adjusted result by such amount.
Conclusively, the sum of the negative/positive extraordinary items listed above is ca. + euro 77 Mio compared to the Normalized Group Net Profit disclosed in the financial statements and therefore provides for a Group Net Profit Adjusted of ca. euro 2,153 Mio.
As disclosed in the Group Remuneration Report, the shares actually allocated under the 2018-2020 Group LTI Plan represent the arithmetical execution of the LTI Plan approved by the Generali Annual General Meeting in April 2018, as disclosed in the 2018 Remuneration Report, without any derogation, exception or adjustment and with full application of the Plan rules approved. In particular, the % weighted 3-year achievement linked to TSR (47.33%) is affected by the 2020 accrual equal to 0%, provided according to the Plan rules in case of annual negative absolute TSR result, regardless of the relative positioning and market performance (also negative in 2020). Specifically, for the Group CEO, the annual achievements linked to TSR have been ca. 73% in 2018, 85% in 2019 and 0% in 2020 compared to a target reference of 75% connected to TSR median positioning. Based on investors recommendations, the structure of our LTI rolling plans (reviewed every year) have been developed considering a 3-year overall cumulative performance evaluation starting from the 2019-2021 LTI plan and setting the threshold for TSR at median positioning starting from 2021-2023 LTI plan.
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 15th April 2021). 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 15th April 2021. 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 applicable laws and regulations (art. 123-ter Consolidated Law on Finance), listed insurance and reinsurance companies are required to publish the report on remuneration policy and payments within a set period. This report includes three sections: the first section describes the remuneration policy for members of the corporate bodies, managers having strategic responsibilities and of the key functions (i.e. control functions), the second section describes how the policy as approved last year has been implemented, detailing also the actual fees paid during the previous year; the third contains the reports of key functions verifications executed by Audit, Compliance and Risk Management functions.
In this framework, the Italian regulation under the new Article 123-ter of the Consolidated Law on Financial Intermediation, upon implementing the European Shareholder Rights Directive II provides that the Shareholders’ Meeting is called upon to pass a binding resolution on the first part of the remuneration report (also in accordance with the specific IVASS provisions applicable to the insurance sector), while the vote requested on the second section has an advisory nature as long as the Shareholders’ Meeting is called only to resolve in favour of or against that second section of the report.
Shareholders may only attend the 2021 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 2021 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 2021) 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, which serves to implement the long-term incentive plan.
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.