Since 2011 Directors have been performing annually an evaluation of the functioning of the Board and its committees, as well as of their size and composition.
The evaluation process is conducted with the support of a main advisor, chosen by the Board after consulting the Corporate Governance, social and environmental Sustainability Committee, also using questionnaires, personal meetings and/or interviews.
The results of the evaluation for the fiscal year 2018 have been examined by the Board, after consulting the Corporate Governance, social and environmental Sustainability Committee, and have brought out some strength points (see table) and some areas for improvement.
and competences of
the Board of Directors
|Adequacy of size of Board of Directors|
|Appropriate ratio between executive and non-executive directors (1:12) and between independent and non-independent directors (8:5)|
|Appreciation of mix of skills and experience in the board|
|Adequacy of appointment processes and selection criteria|
|Satisfaction with mechanism for regulating presence of minorities in the Board|
|Number and type of offices held by directors deemed to be commensurate with commitment required by the role|
|Adequacy of governance structure of the governing bodies|
|Adequacy of number and type of external positions held by directors, guaranteeing sufficient time for performance of role|
|Operation and training of directors||General satisfaction with training for the Board, designed to facilitate growing distinctive understanding of the Generali business and key scenarios, although room for improvement|
|Strengthened appreciation of the internal climate of the Board, motivation of directors and spirit of mutual esteem, as bases for open, direct and effective debate to which everyone can contribute|
|Appreciation of substantial independence and judgement of directors|
|Efficiency and efficacy of decision-making process, given the substantial key role of the Board|
|Central importance of strategic discussion, in part thanks to Strategy Days|
|Appreciation of custom of organising some Board meetings at Group international offices, to deepen knowledge of local top management|
|Efficacy of minute-taking at board meetings|
|Role of the Chairman and Group CEO||Appreciation of Chairman’s role and leadership style at meetings|
|Recognition of constructive and balanced relationship between Chairman and Group CEO|
|Adequacy of division of powers between Board of Directors and Group CEO, in balancing strategic and management functions|
|Appreciation of top management and confirmation of importance of involving key executives in board meetings|
|Growing satisfaction with proactive approach of Group CEO in providing overviews and analyses of insurance business|
|Appreciation of clarity and efficacy of managers’ presentations to Board|
|Board of Statutory
|Satisfaction with Board of Statutory Auditors’ activities and appreciation of authoritativeness of chair on internal control and risk management|
Among the areas for improvement, a minority of the Directors identified the advisability to:
- devote more time, during board meetings and Strategy Days, to issues relating to human resources and organisation;
- intensify benchmarking and recurring analysis of trends of significance to the Group business.