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 24 April 2025 and will remain in office until the shareholders’ meeting called to approve the 2027 financial statements.
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.
Giuseppe Catalano (Secretary of the Board of Directors)
Composition and independence
In accordance with the list voting system, AGM 2025 appointed 10 directors from the majority slate presented by Mediobanca S.p.A. 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 |
| Patricia Estany | X | X |
| Alessia Falsarone | X | X |
| Clara Furse | X | X |
| Umberto Malesci | X | X |
| Antonella Mei-Pochtler | X | X |
| Fabrizio Palermo | 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.
Experience and skills
For information on experience and skills of our directors, see the experience and skills section.
Comparison with peers in Italy and Europe
- The size of the Board of Directors is above average of European peers and in line with the average of Italian peers.
Size - European and Domestic comparison
- The level of independence of the Board of Directors is above average of European and Italian peers.
% Independence - European and Domestic Comparison
- The presence of women on the Board of Directors exceeds the average of Italian and European peers.
- The average age of the Board of Directors is 61 years and is above average of Italian peers.
(1) Assonime "La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (anno 2024)"
(2) Spencer Stuart "Italia Board Index 2024" and "Boards around the world 2024"
(3) Spencer Stuart "2023 Germany Spencer Stuart Boards Index"
Training
During 2025, the Board was provided with four training sessions on the following topics:
- Risk Appetite Framework (“RAF”) and introduction to the Group’s Strategic Asset Allocation (“SSA”) and Investment Strategy.
- Introduction to Generali Group’s Strategic Plan 2025-27.
- Customer experience & advisory excellence and artificial intelligence in the Strategic Plan 2025-27.
- Sustainability regulation and Generali’s approach to it.
During 2025, update and in-depth sessions were held on anti-financial crime, both for the Risk and Control Committee (CCR) and the Board. Training sessions on the RAF, SAA and the Group’s investment strategy were held for all Directors. Furthermore, two training sessions were conducted on the new Strategic Plan 2025-27: one introducing its elements as an onboarding activity for the new board members, and the other focusing on customer experience, advisory excellence and artificial intelligence.
In light of the new European legislation, a training and update session was held to discuss the evolution of sustainability regulations and Generali’s relevant approach.
During a Board meeting in 2025, members of the corporate bodies also took part in a meeting with institutional investors representatives and received market feedback on Generali.
In addition, since several years, the Directors have had systematic access to the corporate “We-Learn” educational platform and to video courses on cybersecurity provided by external consultants.
New training and updating sessions are already planned for 2026.
Compensation
For information on directors’ compensation, see the remuneration section.
Shareholdings
For information on directors’ shareholdings, see the shareholdings section.
Engagement
For information about the engagement with the Board of Directors, see the engagement section.
