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 7 May 2019 and will remain in office until the shareholders’ meeting called to approve the 2021 financial statements.
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.
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Director in charge of the internal control and risk management system
Executive
Not Executive
Independent pursuant to CG Code
Appointments and Remuneration Committee
Risk and Control Committee
Related Party Transactions Committee
Corporate Governance, Social and Environmental Sustainability Committee
Investments Committee
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 |
| Paolo Di Benedetto | X | X |
| Alberta Figari | X | X |
| Ines Mazzilli | X | X |
| Antonella Mei-Pochtler | X | X |
| Diva Moriani | X | X |
| Lorenzo Pellicioli | X | |
| Roberto Perotti | X | X |
| Sabrina Pucci | X | X |
| 11 of 13 | 8 of 13 |
Generali has not appointed a Lead Independent Director and such choice is compliant with the Italian Corporate Governance Code. In fact, the role of Lead Independent Director (LID) - the introduction of which is recommended by the CG Code only in specific cases, which do not apply in the case of Generali - is not necessary in relation to our Company's organisational structure, since the Chairman is neither an executive nor a controlling shareholder of the Company; moreover, the majority of Independent Directors have not yet deemed it necessary to make a proposal to the Board for the appointment of a LID.
- The size of the Board of Directors is on average with the European peers and below the average of Italian peers.
Size - European and Domestic comparison
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2019)”
** Spencer Stuart “Italia Board Index 2019” and "Boards around the world"
- The level of independence of the Board of Directors is below the average of European peers and on average with the Italian peers.
% Independence - European and Domestic Comparison
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2019)”
** Spencer Stuart “Italia Board Index 2019” and "Boards around the world"
- The presence of women on the Board of Directors is above the Italian average and high in comparison with European peers.
** Spencer Stuart "Italia Board Index 2019" and "Boards around the world"
- The average age of the Board of Directors is 60.4 years and exceeds the average of Italian and European peers.
* Assonime "La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2019)"
** Spencer Stuart "Italia Board Index 2019" and "Boards around the world"
*** Spencer Stuart "Boards around the world": 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.
For information on directors’ compensation, see the remuneration section.
For information on directors’ shareholdings, see the shareholdings section.
For information about the engagemnet with the Board of Directors, see the engagement section.