Generali Group

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          Board evaluation

          Board evaluation

          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.

          As required by the CG Code, the Board of Directors evaluates its own operation and that of the Board Committees at least once a year. In accordance with a practice followed by most Italian large-cap issuers, Generali has for some time outsourced the task of supporting the relevant Board Committee, and, consequently, the Board of Directors, to a firm of external consultants.

          The 2021 Board review included the formulation of a detailed questionnaire, for the members of the Board of Directors and the chair of the Board of Statutory Auditors, and individual confidential interviews by the independent consultant: the assessment covered the size, composition and operation of the BoD and the Board Committees.

          AREA

          FOCUS
          Size, composition
          and competences of
          the Board of Directors
          Adequacy of size of Board of Directors
          Appropriate ratio between executive and non-executive Directors (1:12) 
          Organisational
          structure
          Adequacy of governance structure of the governing bodies

          Appreciation of management of potential conflicts of interest by the Board

          Satisfaction with the interaction of the Board with the GMC members and top management in connection with the activities of the Board and the Board Committees, and with the interaction of the Board with the heads of the main functions

          Appreciation of analyses on the main causes of risk and for the integration of risk profiles in the decision-making of the Board and the Board Committees

          Appreciation of monitoring and management of pandemic-related risk profiles

          Appreciation of the managerial units and organisational structure for achieving targets

          Appreciation for the process to empower high-potential resources and related development and succession plans (relating to the Group CEO and other key figures in the group) and for the current remuneration systems, also as regards retention of talent

          Operation and training of Directors

          General satisfaction with training for the Directors and appreciation of the Board induction program for new Directors, with greater involvement of external experts urged

          Appreciation for the contribution of the Independent Directors at Board meetings

          Efficiency and efficacy of decision-making process, given the substantial key role of the Board

          Adequacy of information flow in terms of content and timing of transmission of documentation to the Directors, also as regards use of the Boardvantage platform

          Appreciation of the structure and balance of the items on the meeting agendas, efficiency and efficacy of decision-making given the substantial key role of the Board

          Efficacy of minute-taking at board meetings

          Satisfaction with Board management of price-sensitive information and non-financial information

          Satisfaction with information concerning areas of greatest strategic importance for the Company

          Appreciation of the management of strategic discussion

          Role of Chair and Group CEO

          Appreciation of the role of the Chair as an area of strength of the Board with regard to the organisation of the agenda, information for the Directors and, in general, management of relations with all key stakeholders

          Recognition of constructive and balanced relationship between Chair and Group CEO

          Adequacy of division of powers between Board of Directors and Group CEO, in balancing strategic and management functions

          Appreciation for the quality and continuity of relations between Board and Group CEO and satisfaction with the quality of the information provided by the Group CEO

          Board of Statutory
          Auditors

          Satisfaction with the procedures with which the Board of Statutory Auditors conducts monitoring role, its interaction with the Board and appreciation for the chair's authoritativeness and risk and control expertise

          Among the areas for improvement, the Directors identified the advisability to: 

          • increase the proportion of Independent Directors in the Board and in the Board Committees;
          • examine the independence criteria adopted by the Company;
          • review the qualitative profiles on the Board by strengthening skills in information technology, digital, cybersecurity, social and environmental sustainability;
          • increase, within the Council's agenda, issues relating to digitization and innovation;
          • improve pre-board and board committees information with more concise and targeted information on the topics under discussion;
          • involve the Board in matters of greater importance;
          • improve the management of price sensitive information for the Board.