Our remuneration policy is designed to attract, motivate and retain the people who – due to their technical and managerial skills and their different profiles in terms of origin, gender and experience – are key to the success of the Group, as reflected in our corporate values.
Our remuneration policy reflects and supports both our strategy and values: to be a global insurance Group with an approach that creates value and sustainable results, whilst valuing our people and maintaining our commitment to all stakeholders.
THE TOP KEY TOPICS OF OUR REMUNERATION POLICY
The following principles lie at the heart of our remuneration policy and consequent actions:
Merit is a key factor in our remuneration policy. Our policy focuses on several elements to acknowledge merit:
- establishing incentive policies that create a direct link between remuneration and the results achieved;
- assessing results not only in relation to the achievement of financial and operating goals, but also in relation to whether the conduct demonstrated in achieving these goals is consistent with Group values;
- assessing performance not only annually, but also on a long-term perspective;
- sharing the annual assessments of all target population of the policy in a calibration meeting that involves the Group’s top management, so as to promote equity, consistency and transparency of the meritocratic systems;
- managing feedbacks on performance trends, not only annually but also half-yearly, to promote the alignment with expected targets and, in case, the adoption of corrective measures.
Furthermore, the Group pays particular attention to the governance processes relating to Group Executives, which represent the main approximately 200 Group roles with higher organizational weight and impact on the results and strategy implementation process.
To learn more about our policy on remuneration and related compensation information for the top management, refer to the Report on Remuneration Policy and Payments.
The remuneration package consists of a fixed remuneration, a variable remuneration and fringe benefits, structured in order to ensure a fair balance between these different components.
The fixed remuneration remunerates the role held and responsibilities assigned. It also takes into account the experience of the individual in question, the skills required, and the quality of the contribution to achievement of business results.
The variable component is composed by annual and deferred incentive plans – respectively short-term (STI) and long-term (LTI) - that are designed to motivate the management to achieve business goals by creating a direct link between incentives and financial and non-financial goals.
Our incentive policies are structured to achieve annual and multi-year results, in order to keep the level of achievement of sustainable Group results.
The remuneration package also includes fringe benefits, such as supplementary pension plans and health care, company car and other benefits linked to internal and international mobility, in line with market practices.
The incentive plans provide entry thresholds connected to the company’s financial position and risk management as well as risk indicators and malus and clawback mechanisms included in the incentive systems.
Specific guidelines on the balancing of the different remuneration components are defined for each target group. The table below illustrates the target and maximum pay-mix, meaning the average impact of the fixed and variable remuneration on the total target/maximum remuneration package, with evidence of the average/maximum impact of the annual and deferred variable remuneration on the total remuneration.
TARGET AND MAXIMUM PAY MIX
* With reference to the deferred variable component, the annual impact on the total remuneration of the Stock plan related to the mandate of the Managing Director / Group CEO is highlighted.
**Category including managers with strategic tasks (members of the Group Management Committee - GMC), the other categories of personnel whose activities may have a significant impact on the Company's strategic profile (other direct reports to the Managing Director/Group CEO, to the General Manager and to the Company’s Board of Directors).
Annual variable remuneration - Group Short Term Incentive (STI):
The Group Short Term Incentive plan (STI) represents the annual variable component, whereby a cash bonus ranging from 0% to 200% of the individual target baseline can be achieved on an annual basis, in relation to:
- the Group’s funding, linked to the Group Net Profit Adjusted and Operating Result and subject to the verification of the achievement of a minimum threshold of the Regulatory Solvency Ratio;
- the achievement of the goals set out in the individual balanced scorecard, in which up to 8 goals are set at Group, Business Unit, Region, Country, Function and individual level - as appropriate - linked to value creation, attention to costs, risk adjusted profitability, implementation of strategic projects and a “Generali2021 Enablers” goal based on “People Value”, “Brand & Life-time partner transformation” and “sustainability commitment”.
Deferred variable remuneration - Group Long Term Incentive (LTI):
The Group Long Term Incentive (LTI) represents the deferred variable component, the multi-year plan based on Generali shares (subject to Shareholders’ approval), with the following features:
- the plan is based on an overall three-year performance period linked to specific Group performance goals (Net Holding Cash Flow and relative Total Shareholder Return) and is subject to the verification of the achievement of a minimum threshold of the Regulatory Solvency Ratio;
- the plan is based on deferral periods differentiated on the basis of the beneficiaries population cluster and additional lock-up periods on granted shares (i.e. minimum holding) up to two years.
For the Key functions (Internal Audit, Risk Management, Compliance and Actuarial function), specific guidelines apply in compliance with applicable regulatory provisions.
The current remuneration policy for all non-executive Directors (whether independent or not) establishes that remuneration must consist of an annual fixed emolument and of an attendance fee issued for each Board of Directors meeting attended, in addition to the reimbursement of expenses incurred by their attendance to the meetings.
The Shareholders' Meeting of 7 May 2019 confirmed that, for the three-year period 2019 - 2021, each Board member is entitled to:
- the gross annual fixed remuneration of € 100,000, with a 50% increase for members of the Executive Committee (if established);
- an attendance fee of € 4,000 for each meeting of the Board of Directors and Executive Committee (if established); and
- the reimbursement of out-of-pocket expenses incurred to attend the meetings.
Directors who are also members of Board Committees are paid an additional emolument to the one already received for their role as members of the Board of Directors (with the exception of those who are also executives of the Generali Group). This additional remuneration is set according to the duties assigned to the relevant Committees and the effort and time required of them, in terms of the number of meetings and preparation required. This remuneration is established by the Board of Directors in accordance with Article 2389, paragraph 3, of the Italian Civil Code. The Shareholders' Meeting of 7 May 2019 established that, for the three-year period 2019 - 2021, each Board Committees and Supervisory Body, are entitled to the following remuneration:
* The position of Chairman of the Investment Committee and of the Strategic Operations Committee is held by the Managing Director / Group CEO and does not provide for the payment of remuneration.
** The different remuneration refers, respectively, to the members involved in appointment and remuneration issues or that are involved only in appointment issues.
*** The remuneration of the member who also plays the role of executive of Generali is absorbed in the emoluments already provided in his favor because of the aforementioned role.
Moreover, in line with the best international market practices, no variable remuneration is envisaged for non-executive directors.
The remuneration policy for the Chair includes the payment of emoluments for his role as non- executive director in addition to an annual fixed remuneration that is determined in relation to the powers conferred, to his position, to his skills and experience, and also on the basis of comparative analyses with similar roles at both a national and international level. As regards the variable remuneration, the Chair - like all non-executive directors - does not participate in annual and deferred incentive plans.
The policy for this role also entails the assignment of certain non-monetary fringe benefits, such as insurance coverage against professional injury and disease, healthcare and the business and personal use of a company car with a driver.
MEMBERS OF THE SUPERVISORY BODY
The policy for these roles entails the payment of a fixed gross annual remuneration for the entire term of the appointment, with an increased amount (up to the 50%) for the Chair of the Board of Statutory Auditors, considering the related coordination activities. There are no variable components of the remuneration.
The compensation levels of the members of the Supervisory Body are defined taking into consideration, among other things, the reference benchmark and the size/complexity of the Company.
Members of the Body will also have the right to a refund for all expenses incurred in performing their office and will benefit from the D&O insurance policy.
On September 17 2019 the Board of Directors of Assicurazioni Generali gave execution to the Share Plan for Generali Group employees, as approved by the Annual General Meeting of Assicurazioni Generali on May 7 2019.
This is an important milestone for our Group, the first of its kind in the history of Generali. The Plan promotes a culture of ownership by fostering empowerment, engagement towards the new strategic objectives and participation in sustainable value creation.
Starting in October 2019, this three-year Plan provides Group employees with the opportunity to purchase Generali shares at favorable conditions at the end of the Plan. In the case of share price appreciation, participants will also receive free shares in proportion to the shares purchased and dividends distributed. All of this while providing protection on the individual monetary amounts accumulated during the three years of the Plan.
We SHARE was launched in 35 countries for approximately 60,000 employees. 21,430 of them joined the Plan, with a participation rate of 35.3%. That is proof of both the important level of engagement of our people and the strong commitment to the Group’s strategy.
The Plan is aimed at employees who are part of Generali Group, excluding Group Management Committee (GMC) and Global Leadership Group (GLG) members and employees that work in countries or companies that does not participate due for legal, fiscal, or other specific reasons.
START OF THE PLAN
The employees had the opportunity to join the Plan, communicating the amount (“individual contribution”) they desired to allocate to purchase Assicurazioni Generali Shares at the end of the Plan, within a pre-set range.
Based on the amount of the final individual contribution confirmed after the enrolment period, the participants received the right (“options”) to purchase Assicurazioni Generali shares at the end of the Plan at the price set at the beginning of the Plan (“initial price”) equal to € 15.88. The number of options assigned to each participant was equal to the ratio between the final individual contribution and the initial price of € 15.88.
DURING THE PLAN
The overall amount of the individual contribution is being accrued through monthly payroll deductions until October 2022 and will be unavailable for the three-year length of the Plan.
END OF THE PLAN
At the end of the Plan, the final price of the shares will be determined and, in the case of share price appreciation, participants in the Plan will automatically purchase the shares at the initial price of € 15.88 with the individual contribution accrued and will receive additionally:
- 1 free “matching share” for every 3 shares purchased;
- free “dividend-equivalent” shares, in proportion to the dividends distributed in the three years period.
In the case of share price depreciation (if the final price will be lower than the initial price), the individual contribution will be returned to the participants (protection).
In the case of share price appreciation, each participant will be entitled to decide whether to sell all the shares and thereby receive the corresponding sum of money or to continue to hold the shares, except for the shares sold in order to allow the participants to pay the taxes due.
Please find below, for those countries where applicable laws require it, the information document with all details about the Plan.
For more details about the remuneration tables, click here.