Generali SpA

    premises & global services
                             

    Board of Directors

    The Board of Directors has the broadest powers of management and is responsible for ensuring that the decisions of the shareholders’ meeting are implemented promptly and correctly.

    The current Board of Directors was elected on 28 April 2016 and will remain in office until the shareholders’ meeting called to approve the 2018 financial statements, therefore until April 2019.

    The Board of Directors comprises 13 directors. A significant effort is made to ensure "gender quotas" (there are five women on the board) and a broad range of expertise. Considering international best practices and increasingly established requirements in the world of finance, the Board of Directors mainly comprises independent directors. Eight out of thirteen directors (61,54% of the Board) are classified as independent, well above the minimum requirement under current regulations.

    Show All

    Executive

    Not Executive

    Independent pursuant to CG Code

    Director in charge of the internal control and risk management system

    Appointments and Remuneration Committee

    Risk and Control Committee

    Related Party Transactions Committee

    Corporate Governance, Social and Environmental Sustainability Committee

    Investments and Strategic Operations Committee

    Gabriele Galateri di Genola
    Chairman
    Not Executive Corporate Governance, Social and Environmental Sustainability Committee
    Philippe Donnet
    Group CEO
    Executive Director in charge of the internal control and risk management system Investments and Strategic Operations Committee
    Francesco Gaetano Caltagirone
    Deputy Vice-chairman
    Not Executive Appointments and Remuneration Committee Investments and Strategic Operations Committee
    Clemente Rebecchini
    Vice-chairman
    Not Executive Risk and Control Committee Investments and Strategic Operations Committee
    Romolo Bardin
    Director
    Not Executive Independent pursuant to CG Code Risk and Control Committee Investments and Strategic Operations Committee
    Ornella Barra
    Director
    Not Executive Independent pursuant to CG Code Appointments and Remuneration Committee
    Paolo Di Benedetto
    Director
    Not Executive Independent pursuant to CG Code Related Party Transactions Committee Corporate Governance, Social and Environmental Sustainability Committee
    Alberta Figari
    Director
    Not Executive Independent pursuant to CG Code Risk and Control Committee Corporate Governance, Social and Environmental Sustainability Committee
    Diva Moriani
    Director
    Not Executive Independent pursuant to CG Code Appointments and Remuneration Committee Related Party Transactions Committee
    Lorenzo Pellicioli
    Director
    Not Executive Appointments and Remuneration Committee
    Roberto Perotti
    Director
    Not Executive Independent pursuant to CG Code Risk and Control Committee Related Party Transactions Committee
    Sabrina Pucci
    Director
    Not Executive Independent pursuant to CG Code Appointments and Remuneration Committee Risk and Control Committee
    Paola Sapienza
    Director
    Not Executive Independent pursuant to CG Code Related Party Transactions Committee Investments and Strategic Operations Committee

    Giuseppe Catalano (Secretary of the Board of Directors)

     

    In accordance with the list voting system, 11 directors were appointed from the majority slate presented by the shareholder Mediobanca, while 2 directors were elected from the minority slate presented by several asset manager companies (Assogestioni's list).

    All the board members are independent in accordance with the Italian legislation for insurance companies (Decree of the Ministry for economic development no. 220 of 11 November 2011). Among them 11 are independent persuant the legislation applicable companies listed in the Italian regulated market (CFBA) and 8 as for the CG Code.

    Independent as defined by the... CFBA

    CG Code

    Gabriele Galateri di Genola X  
    Francesco Gaetano Caltagirone    
    Clemente Rebecchini X  
    Philippe Donnet    
    Romolo Bardin X X
    Ornella Barra X X
    Paolo Di Benedetto X X
    Alberta Figari X X
    Diva Moriani X X
    Lorenzo Pellicioli X  
    Roberto Perotti X X
    Sabrina Pucci X X
    Paola Sapienza X X
      11 of 13 8 of 13
    • The size of the Board of Directors is on average with the Italian and European peers.

    Size - European and Domestic comparison

    Size - European and Domestic comparison
    Size - European and Domestic comparison

    * Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2016)”
    ** Spencer Stuart “Italia Board Index 2016”

    • The level of independence of the Board of Directors exceeds the average of Italian peers.

    % Independence - European and Domestic Comparison

    % Independence - European and Domestic Comparison
    % Independence - European and Domestic Comparison

    * Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2016)”
    ** Spencer Stuart “Italia Board Index 2016”

    • The presence of women on the Board of Directors has grown to 38,4% of members, above the Italian average and high in comparison with European peers.
    % Independence - European and Domestic Comparison

    ** Spencer Stuart «Italia Board Index 2016»

     

    • The average age of the Board of Directors is 57.5 years, below the average in Italy in the banking and insurance sector. The articles of association, approved in 2012, set precise age limits for the roles of director (77 years), chair (70 years) and chief executive officer (65 years).
    % Independence - European and Domestic Comparison

    ** Spencer Stuart “Italia Board Index 2016”
    *** Spencer Stuart “Italia Board Index 2016”: EU average used in the analysis

    Generali Directors must be chosen based on their professional expertise and competence from among people who have at least three years’ total experience as a qualified professional in the insurance, credit or financial sector. They must also meet specific integrity and independence requirements.

     

    The members of the Board of the Directors and Supervisory Board must, individually and as members of such corporate body, have adequate experience and knowledge of:

    • Markets in which the company operates
    • Strategy and the business model
    • Governance system
    • Actuarial and financial analysis in relation to insurance companies
    • Legal context and regulatory requirements

     

    The current Board has an optimal blend of skills and experience, including internationally. In particular:

    • Managerial experience, experience in industrial, insurance and finance sectors is well represented, offering a range of different perspectives
    • Experience in large companies is well represented (54%)
    Skills and requisites for office

    For information on directors’ compensation, see the remuneration section.

    For information on directors’ shareholdings, see the shareholdings section.