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 29 April 2022 and will remain in office until the shareholders’ meeting called to approve the 2024 financial statements. On 27 May 2022 non-independent director Francesco Gaetano Caltagirone has resigned from the Board with immediate effect.
The Board of Directors comprises currently 12 directors. A significant effort is made to ensure "gender quotas" (there are six women on the board, equal to 50%) and a broad range of expertise. Considering international best practices and increasingly established requirements in the world of finance, the majority of the members of Board of Directors are independent: nine out of twelve directors (75% of the Board) are classified as independent according to the Italian CG Code, 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
Remuneration and Human Resources Committee
Risk and Control Committee
Related Party Transactions Committee
Innovation, Social and Environmental Sustainability Committee
Appointments and Corporate Governance Committee
Investment Committee
Giuseppe Catalano (Secretary of the Board of Directors)
In accordance with the list voting system, AGM 2022 appointed 10 directors from the majority slate presented by the outgoing Board of Directors and 3 directors were elected from the minority slate presented by the shareholder VM2006 S.r.l.
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 pursuant the legislation applicable to companies listed in the Italian regulated market (CFBA) and 9 as for the Italian CG Code.
| Independent as defined by the... | CFBA |
CG Code |
| Andrea Sironi | X | X |
| Philippe Donnet | ||
| Marina Brogi | X | X |
| Flavio Cattaneo | X | X |
| Alessia Falsarone | X | X |
| Clara Furse | X | X |
| Umberto Malesci | X | X |
| Antonella Mei-Pochtler | X | X |
| Diva Moriani | X | X |
| Lorenzo Pellicioli | X | |
| Clemente Rebecchini | X | |
| Luisa Torchia | X | X |
| 11 of 12 | 9 of 12 |
According to the analysis conducted by Generali, with the exception of the CEO, Philippe Donnet, who holds an executive role, the remaining 11 directors corresponds to the independence criterion set by S&P Global.
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, who is an independent director, 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 the average of Italian and European peers.
Size - European and Domestic comparison
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2020)”
** Spencer Stuart “Italia Board Index 2020” and "Boards around the world"
- The level of independence of the Board of Directors is above average of European and Italian peers.
% Independence - European and Domestic Comparison
* Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2020)”
** Spencer Stuart “Italia Board Index 2020” and "Boards around the world"
- The presence of women on the Board of Directors exceeds the average of Italian and European peers.
** Spencer Stuart "Italia Board Index 2020" and "Boards around the world"
- The average age of the Board of Directors is 57 years and is in line with the average of Italian and European peers.
* Assonime "La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2020)"
** Spencer Stuart "Italia Board Index 2020" 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 chart regarding the competences and the experience of the Board of Directors is updated at 31.12.2021.
For information on directors’ compensation, see the remuneration section.
For information on directors’ shareholdings, see the shareholdings section.
For information about the engagement with the Board of Directors, see the engagement section.