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 Generali’s values;
- assessing performance not only annually, but also on different intermediate timeframes;
- sharing the annual assessments of all key executives in the Company 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.
Specifically, 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 Remuneration Report.
The remuneration package consists of a fixed remuneration, a variable remuneration and fringe benefits, structured in a balanced way.
The fixed component remunerates the role held and responsibilities assigned. It also takes into account the experience of the individual in question, the skills required, and 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; risk indicators and malus and claw-back mechanisms are included in all annual and deferred variable 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
* “Other managers with strategic responsibilities”: the members of the GMC and other first reporting roles to the Managing Director / Group CEO that have a significant impact on the Group’s risk and strategic profile and the heads of the functions that directly report to the Company’s Board of Directors. The role of Group CRO and Head of Group Audit are not included in this cluster, while are included amongst the control functions.
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’s Operating Result and Net Profit Adjusted 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 5 to 7 goals are set at Group, region, country, business/function and individual level - as appropriate - relating to value creation, risk adjusted profitability, efficiency, business transformation & strategy acceleration and people empowerment.
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 paid out over a total period of 6 calendar years, is linked to specific Group performance goals (Return on Equity and relative Total Shareholders Return) and is subject to the verification of the achievement of a minimum threshold of the Regulatory Solvency Ratio;
- the plan is based on a three-year performance period and additional lock-up periods on granted shares (i.e. minimum holding) up to two years.
For the Control functions (Internal Audit, Risk Management, Compliance and Actuarial function) were defined specific guidelines in line with specific regulatory requirements.
The current remuneration policy for all non-executive Directors (whether independent or not) establishes that remuneration must consist of a fixed component and of an attendance fee issued for each Board of Directors meeting attended, in addition to the reimbursement of expenses incurred by their attendance.
The Shareholders' Meeting of 28 April 2016 confirmed that, for the three-year period 2016 - 2018, 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 art. 2389, paragraph 3, of the Italian Civil Code. The Shareholders' Meeting of 28 April 2016 confirmed that, for the three-year period 2016 - 2018, each Board Committees and Supervisory Body, are entitled to the following remuneration:
* Members of the Investments and Strategic Operations Committee are Generali employees and are not entitled to this remuneration.
** The office of Chair of the Investments and Strategic Operations Committee is held by the Managing Director/Group CEO and no remuneration is envisaged.
*** The remuneration differs depending on whether the individuals are involved in remuneration matters or appointment matters .
**** Any member who has an employment relationship with Generali is required to pay back this remuneration to Generali.
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 remuneration for his role as member of the Board of Directors 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. Just like all non-executive directors, the Chair's variable remuneration does not involve his participating 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 payment of a fixed gross annual remuneration for the entire term of the appointment, increased by 50% for the Chair of the Board of Statutory Auditors; there are no variable components to the remuneration.
Members of the body have also the right to a refund for all expenses incurred in performing their office and benefit from the D&O insurance policy.