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.
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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
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 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 (2017)”
** Spencer Stuart “Italia Board Index 2017”
- The level of independence of the Board of Directors is on average with the European peers and exceeds the average of Italian peers.
% Independence - European and Domestic Comparison
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2017)”
** Spencer Stuart “Italia Board Index 2017”
- The presence of women on the Board of Directors has grown to 38,5% of members, above the Italian average and high in comparison with European peers.
** Spencer Stuart «Italia Board Index 2017»
- The average age of the Board of Directors is 58.5 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).
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2017)”
*** Spencer Stuart “Italia Board Index 2017”: 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%)
For information on directors’ compensation, see the remuneration section.
For information on directors’ shareholdings, see the shareholdings section.