Generali Group

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          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 15 July 2022 the Board of Directors co-opted Stefano Marsaglia as independent board member, who replaced the non-independent director Francesco Gaetano Caltagirone, resigned from the Board on 26 May 2022. 

          The Board of Directors comprises currently 13 directors. A significant effort is made to ensure "gender quotas" (there are six women on the board, equal to 46%) 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: ten out of thirteen directors (77%) 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

          Andrea Sironi
          Chairman
          Not Executive Independent pursuant to CG Code Appointments and Corporate Governance Committee
          Philippe Donnet
          Group CEO
          Executive Director in charge of the internal control and risk management system
          Marina Brogi
          Not Executive Independent pursuant to CG Code Remuneration and Human Resources Committee Risk and Control Committee Appointments and Corporate Governance Committee
          Flavio Cattaneo
          Not Executive Independent pursuant to CG Code Related Party Transactions Committee Investment Committee
          Alessia Falsarone
          Not Executive Independent pursuant to CG Code Remuneration and Human Resources Committee Innovation, Social and Environmental Sustainability Committee Investment Committee
          Clara Furse
          Not Executive Independent pursuant to CG Code Remuneration and Human Resources Committee Appointments and Corporate Governance Committee Investment Committee
          Umberto Malesci
          Not Executive Independent pursuant to CG Code Risk and Control Committee Innovation, Social and Environmental Sustainability Committee
          Stefano Marsaglia
          Not Executive Independent pursuant to CG Code Innovation, Social and Environmental Sustainability Committee
          Antonella Mei-Pochtler
          Not Executive Independent pursuant to CG Code Related Party Transactions Committee Innovation, Social and Environmental Sustainability Committee Investment Committee
          Diva Moriani
          Not Executive Independent pursuant to CG Code Remuneration and Human Resources Committee Related Party Transactions Committee Appointments and Corporate Governance Committee
          Lorenzo Pellicioli
          Not Executive Remuneration and Human Resources Committee Investment Committee
          Clemente Rebecchini
          Not Executive Risk and Control Committee Investment Committee
          Luisa Torchia
          Not Executive Independent pursuant to CG Code Risk and Control Committee Related Party Transactions Committee Appointments and Corporate Governance 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 12 are independent pursuant the legislation applicable to companies listed in the Italian regulated market (CFBA) and 10 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
          Stefano Marsaglia X X
          Antonella Mei-Pochtler X X
          Diva Moriani X X
          Lorenzo Pellicioli X  
          Clemente Rebecchini X  
          Luisa Torchia X X
            12 of 13 10 of 13

          According to the analysis conducted by Generali, with the exception of the CEO, Philippe Donnet, who holds an executive role, the remaining 12 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

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

          * Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2021)”

          ** Spencer Stuart “Italia Board Index 2021” and "Boards around the world 2021"

          ***  Spencer Stuart "2020 Germany Spencer Stuart Boards Index" 

          • The level of independence of the Board of Directors is above average of European and 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 (2021)”

          ** Spencer Stuart “Italia Board Index 2021” and "Boards around the world 2021"

          ***  Spencer Stuart "2020 Germany Spencer Stuart Boards Index" 

          • The presence of women on the Board of Directors exceeds the average of Italian and European peers.
          % Independence - European and Domestic Comparison

          ** Spencer Stuart "Italia Board Index 2021" and "Boards around the world 2021" 

           

          • The average age of the Board of Directors is 59 years and is in line with the average of Italian and European peers.
          % Independence - European and Domestic Comparison

          * Assonime "La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (2021)"
          ** Spencer Stuart "Italia Board Index 2021" and "Boards around the world 2021"
          **** Spencer Stuart "Boards around the world 2021": EU average used in the analysis (Spain, Belgium, Denmark, Finland, France, Ireland, Sweden, Italy)

           

          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.

          Skills and requisites for office

          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.