Generali Group

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          Committees

          The Board has established six Committees with advisory, proposing and investigating responsibilities towards the Board: the Related Party Transactions Committee, the Risk and Control Committee, the Remuneration and Human Resources Committee, the Nominations and Corporate Governance Committee, the Innovation, Social and Environmental Sustainability Committee and the Investment Committee.

          The Committees generally meet according to a schedule agreed by the Board of Directors before the end of each business year, or whenever deemed necessary by the chair. The Committees meet prior to board meetings, well in advance to address the matters they are required to report to the Board.

          Upon invitation of the chairman of the Committees, in addition to the members, may participate in the meetings other members of the Board, the members of the Board of Statutory Auditors and the managers of the Group with competence on the matters under discussion, with reference to individual items on the agenda.

          For information on Directors' attendance at the Committees' meetings, see meetings and attendance's section.

          RISK AND CONTROL COMMITTEE

          Responsibilities: it is in charge of the assignments ruled by the Italian Corporate Governance Code which are, among the others: assisting the Board with tasks relating to the internal control and risk management system and to other specific matters related to them (e.g.: the adoption and review of the Group policies according to Solvency 2 rules and the assessment of the proposals for the appointment of the auditing firm).

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          REMUNERATION AND HUMAN RESOURCES COMMITTEE

          Responsibilities: it is in charge of the assignments ruled by the Italian Corporate Governance Code for remuneration committees. Such Committee provides opinions and makes non-binding proposals on the remuneration of Directors and managers with strategic responsibilities, as well as the remuneration policy and other subjects related to remuneration as well as on the development, succession and remuneration of top management.

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          NOMINATIONS AND CORPORATE GOVERNANCE COMMITTEE

          Responsibilities: it is in charge of the assignments ruled by the Italian Corporate Governance Code for nomination committee and performs a consultative, recommendatory and preparatory role in favour of the Board to formulate opinions and proposals on the decisions to be taken regarding the corporate governance of the Company. 

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          INNOVATION, SOCIAL AND ENVIRONMENTAL SUSTAINABILITY COMMITTEE

          Responsibilities: performs a consultative, recommendatory and preparatory role in favour of the Board on the issues of technological innovation as well as social and environmental sustainability and for the integration of sustainability in the definition of business strategies, with particular regard to the analysis of the relevant issues for the generation of long-term value of the Company and the Group as well as for the definition of the materiality matrix.

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          RELATED PARTY TRANSACTIONS COMMITTEE

          Responsibilities: giving advice on related parties transactions within its competence, in accordance with the relevant procedures, and reviewing such procedures. 

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          INVESTMENT COMMITTEE

          Responsibilities: performs a consultative, recommendatory and preparatory role in favour of the Board with regard to investments.

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