Generali Group

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

          The Articles of Association and the meeting regulations are available on this page.

          The Shareholders' Meeting Notice was published on 14 March 2019 in the web site on this page and in the newspapers "Milano Finanza" and "Il Piccolo" on the same date.

          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 2019). 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 2019. 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. It is also possible to appoint 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 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 2019) 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 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. 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.

          In line with last year, a new long-term incentive plan based on Assicurazioni Generali shares – the 2019 Group LTI – is being submitted for the approval of the Shareholders' Meeting.

          The structure of the plan has been reviewed in light of the evolution of the regulatory framework, the market practices, the investor expectations and the new Group strategy.

          A three-year overall performance period (2019-2021) has been introduced. The vesting of the shares is subject to the achievement of Group performance conditions and the verification of the achievement of a minimum level of Regulatory Solvency Ratio as the only access threshold to the incentive plan.

          The objectives of the Group's strategy have been fully integrated within the plan, in order to align the metrics of the incentive plan to the new strategic objectives, with particular reference to: Earning Per Share Growth, average net ROE and relative TSR (“rTSR”).

          The structure of the Long-Term Incentive Plan is differentiated in terms of overall timeline and deferral periods for two different categories of beneficiaries:

          1. for the Managing Director/Group CEO and Group Management Committee (GMC) members, the pay-out system is set over an overall timeframe of seven calendar years;
          2. for other relevant personnel, the other members of the Global Leadership Group (GLG), Directors and Talents, the pay-out system is set over an overall timeframe of six calendar years.

          The maximum number of shares to be granted is equal to 12.000.000, which account for 0,77% of the current share capital.

          The plan provides employees with the opportunity to purchase Assicurazioni Generali shares at favorable conditions, offering, in case of share price appreciation, free shares (“matching” and “dividend equivalent”) in proportion to the share purchased and to the dividends distributed.

          The Plan is addressed to Generali Group employees, with the exception of members of the Group Management Committee (GMC) and the Global Leadership Group (GLG).

          The Board of Directors of Assicurazioni Generali, giving execution to the plan, will identify the specific categories of employees who may be beneficiaries of the plan.

          The plan, subject to Annual Shareholders’ Meeting approval on 7 May 2019, is set to start in October 2019 and to last 3 years.

          The plan will be financed through a shares buy-back program, with no capital dilution.

          The plan will involve up to 6 million shares equal to 0.38% of the current company’s share capital.

          Given the size of the plan, the impact on the Group’s Solvency Ratio will be neglectable.

          According to the RIG, the Group considers with higher risk investments in assets issued by companies that: produce weapons that violate fundamental humanitarian principles through their normal use (cluster bombs, antipersonnel landmines, nuclear arms, etc.). Can Generali therefore state that its general account is not currently invested in companies that produce cluster bombs, antipersonnel landmines and nuclear arms? Or are the investments in these companies simply underweighted compared to benchmarks?

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          The Group has adopted the Responsible Investment Guidelines, that dictate, among other points, that companies directly involved in controversial weapons are excluded from investments. In particular the Group excludes companies that:

          • use, develop, produce, acquire, stockpile or trade controversial weapons or key components/services of controversial weapons (cluster bombs, anti-personnel mines, chemical and biological weapons);
          • breach the Non Proliferation Treaty for Nuclear Weapons

          As at 31/12/2018 the Group is not invested in any such company.

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          Which amount of the General account's assets is currently invested (in % and in absolute terms) in companies that extract and/or process and/or trade coal?

          Is there any plan to divest from shares or bonds of these companies?

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          The Board of Directors of Assicurazioni Generali S.p.A. has approved on February 21st 2018 the Group Strategy on Climate Change, adopting significant actions on investments and underwriting, being the core activities of the Company. In particular the strategy of Generali is based on stringent criteria regarding coal related activities:

          • companies for which more than 30% of revenues derive from coal
          • companies for which more than 30% of energy produced derives from coal
          • mining companies that produce more than 20 million tonnes per year of coal
          • companies actively involved in building new coal capacity (coal plants) as identified by Urgewald in its ‘Top 120 Coal Plant Developers’ list.

          The  strategy sets that the Generali Group, as asset owner, will:

          • not carry out any new investments in companies related to the coal sector;
          • gradually divest approximately 2€ bn from coal related activities, as follows:
            • dispose of the equity investments (target April 2019).
            • Run off or consider the possibility to dispose, in advance of expiry, the bond investments

          As at 31/12/2018 the divestment plan was on track with the expectations. As at 30/04/2019 of the equity investments have been completely disposed of.

          This disposal plan does not apply, as of today, to countries strongly dependant on coal. In those cases, Generali is engaged in the verification of the transition plans of the counterpart in order to evaluate possible future divestment actions.

          We remind that this exposure is limited to 0.02% of the general account and is related to 4 companies of the Top Coal Plant Developers list.

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          Which amount of the General account's assets is currently invested (in % and in absolute terms) in companies that extract and/or process and/or trade oil from tar sands?
          Is there any plan to divest from shares or bonds of these companies?

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          We are currently working on the definition of identification criteria for companies involved in the tar sands business. We are evaluating the extension of the exclusion to other kinds of fossil fuels with high environmental impact and will work in the following months to refine our methodology.

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          How many issuers have been excluded from the investable universe due to their exposure to serious ESG issues during 2018?
          How many have been excluded since the implementation of the Responsible Investment Guideline in 2015?

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          Regarding companies that have been subject to severe and/or systematic ESG controversies, and in particular:

          • involved in severe or systematic human rights or workers’ rights violations;
          • responsible for severe environmental damage;
          • involved in important cases of corruption;
          • directly involved in controversial weapons (cluster bombs, anti-personnel mines, chemical and biological weapons);
          • not respecting the Treaty on the Non-Proliferation of Nuclear Weapons,

          during the year 2018, 13 new companies have been excluded from the investable universe for the Group.

          As at 31/12/2018 the companies excluded from the investable universe amount to 38.

          Starting from the implementation date of the Responsible investment Guideline, 43 companies have been excluded from the investable universe for the Group.

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          In 2017 Generali voted at 1,129 Annual General Meetings. How many meetings were covered in 2018 and how many will be covered in 2019?

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           In 2018 the Group participated in 1201 General Meetings. In 2019 the intention of the Group to support Sustainability best practices will be confirmed and the trend regarding General Meeting attendance so far is the same as in the previous year.

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          How has Generali positioned itself regarding shareholders' proposals, at global level, requested a report or action on climate change?
          How many of these proposals (in % and in absolute terms) have been supported by Generali, voting in favour? 

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          As responsible investor, Generali is committed to promote Sustainability in the companies in which it invests through proxy voting and engagement. With this goal, the Group adopted a Voting Guideline expressing our fundamental values also on Sustainability matters (Source: Annual Integrated Report and Consolidated Financial report 2018, p. 52). In 2018 the Group participated in 28 General Meetings where the shareholders submitted 37 resolutions on environmental issues, with 95 resolutions voted in total and 81% positions in favour expressed.

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          Is Generali relying on services provided by proxy advisors?
          If yes, which proxy advisors are used? 

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          The Group relies on proxy advisors only in order to use their research on Issuers. Voting decisions are taken with regard to the voting policies adopted on the base of an internal and independent analysis. (Source: PRI Reporting Framework 2019). The advisors resorted to are: Glass Lewis, ISS, Frontis Governance and Proxinvest.

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          In its role of institutional investor, the Group commits to dialogue with invested companies encouraging them to act responsibly. Moreover, the Group commits to require the invested companies to justify any conduct observed that does not comply with the established ESG criteria." (Responsible Investment Guideline, pag. 5). How many companies have been engaged on ESG issues in 2018 (through the co-filing of letters, direct meetings with the management, ecc.? 

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          In 2018, 37 engagement activities with issuers on ESG issues have been carried out.

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          How many engagement processes have been successfully concluded in 2018 and how many are still ongoing? 

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          In 2018, 15 engagement activities have been carried out successfully, 7 engagement activities have shown positive results and 15 engagement activities are still under way.

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          How many companies have been excluded from the investment universe as a result of the engagement process in 2018?

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           The engagement activity on coal issues with Issuers based in Central and Eastern Europe has been linked to decisions that as of today have regarded divestment on insurance business, not yet on the investment business.

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          Do you think that the Remuneration Report provide an adequate ex-post information on the level of achievement of the communicated goals?

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          In line with the regulatory provisions, Section II of the Remuneration Report shows the percentage of achievement of the objectives as a whole both with reference to the annual and deferred part of the variable component of the remuneration of the Chief Executive Officer / Group CEO. The amounts received based on the results achieved are also detailed.

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          In your opinion  the overall remuneration policy is structured effectively to achieve the alignment of interests between managers and shareholders?

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          The alignment of interests between managers and shareholders is guaranteed by defining the variable component of remuneration upon a meritocratic approach and a multi-year framework. In particular:

          • the annual part of the variable remuneration component is based on goals linked to the achievement of economic, operating, financial and non-financial results – defined in line with the Group strategy – and adjusted by risks. These goals are assessed not only on the basis of the achievement of quantitative goals, but also on the basis of the behaviour demonstrated in achieving the goals – particularly in terms of behaviour being consistent with the Group values;
          • the deferred part of the variable remuneration component is based on Assicurazioni  Generali shares. In line with market practices and investor expectations, shares are assigned and made available to the participants over a deferred multi-year time frame subject to the achievement of the Group's strategic performance indicators (average Net ROE , EPS  growth and relative TSR ) and of a minimum level of Regulatory Solvency Ratio, as a unique access threshold.

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          The variable remuneration provided for the Group CEO seems to be excessively high and therefore disproportionate with respect to the fixed remuneration. What is your opinion about it?

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          All components of the remuneration package are clearly determined to ensure a balance between fixed and variable remuneration components, and encourage the achievement of results that are sustainable in the long term. The remuneration package structure is analysed to ensure that the fixed remuneration is balanced with respect to variable remuneration and fringe benefits, to encourage managers to fully commit to achieving sustainable results. More specifically, the fixed remuneration is determined as an amount that does not incentivise the undertaking of inappropriate risks by the manager and that allows the effective enforceability, in the theoretical event the relevant conditions are met, of specific ex-post correctional mechanisms (malus and claw-back) on the variable remuneration.  Specific guidelines on the balancing of the different remuneration components are defined for each target group and, with specific reference to the Group Management Committee (GMC) members, after obtaining the prior opinion of the Appointments and Remuneration Committee, the Board of Directors establishes the overall positioning policy at Group level in terms of the value of remuneration. It also defines guidelines for remuneration review and pay mix wherever necessary, according to market trends and the results of internal analyses.

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          What is the impact of ESG (Environmental, Social and Governance) goals on the top management remuneration packages? 

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          In line with the new 2019-2021 Group strategy, focused on Profitable Growth, Value creation and Innovation and Digital Transformation, two KPIs linked to the implementation of Group and local strategic projects – including sustainability initiatives / KPIs (eg. % green & social products, % green investments, quality of non financial information & reporting) - are provided in all individual balanced scorecard of the managers for the achievement of Plan objectives.

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          With regard to the questions made by the shareholder Mr. Bruno Valentino, although it is stressed again that in the Shareholders’ Meeting of Assicurazioni Generali S.p.A. no answer can be given to questions not pertaining to the meeting’s Agenda or relevant to other legal entities different from the issuer, we confirm that:

          • as at 31/12/2018, the workforce of Assicurazioni Generali S.p.A. included 32 differently abled, under art.1 of the law 68/1999, in addition to 8 people belonging to protected categories under art.18 of the same law;
          • also at 31/12/2018 the employees of the twenty companies of the Group operating in Italy were 16,521;
          • at the same date and with reference to the companies with registered office in Italy, 711 differently abled employees, under art.1 of the law 68/1999,  were in service, in addition to 173 people belonging to protected categories under art.18 of the same law, with a total of 884;
          • In the fiscal year ending 31/12/2018, Assicurazioni Generali S.p.A. has not been sanctioned for any breach to the regulation on employment of disabled people. Assicurazioni Generali S.p.A. and the companies of the Group are compliant with the relevant laws and regulations and, as a consequence, do not consider in the budget specific reserves to cover any  possible sanctions;
          • In the fiscal year ending 31/12/2018, Assicurazioni Generali S.p.A. has not received any public funding targeted at the removal of architectural barriers;
          • Also without public funding, in the fiscal year ending 31/12/2018 Assicurazioni Generali S.p.A. has guaranteed facilitated subscription to parking services for all employees belonging to protected categories. The names of the beneficiaries can not be published for obvious sensitive data protection reasons.