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.

          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.

          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) 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
          Organisational
          structure
          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
          Auditors
          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.