Our Policy is founded on clear and shared principles that guide compensation programs and the actions that ensue:
We are convinced that by drawing inspiration from these principles, our remuneration systems can be a key element for attracting, developing and retaining talents and key people with critical skills and high potential, thereby promoting a correct approach in aligning their performance with Company results and building the premises for solid and sustainable results over time.
Generali is committed to promoting equal treatment and equal pay between females and males at all levels of the organisation. This applies both to Top Management as well as the other roles within the Company.
In a global Group such as Generali, the principle of coherence results in a consistent approach adopted in the various Business Units, Countries and Functions, to correctly guide all our people towards Group goals whilst ensuring compliance with local laws and regulations.
Remuneration systems are a fundamental tool for aligning management’s conduct with corporate strategies. In this sense, our incentive system is structured so that the roles are remunerated based on the achievement of financial, economic, and operational, and non-financial/ESG Group results. Goals and ambitions are set – both on an annual and multi-year basis, and in a forward-looking perspective – taking into account the actual results achieved over time. The aim is to maintain a sustainable level of performance in terms of results and risks taken, in line with Shareholders' requests and regulatory requirements.
Generali's Remuneration Policy is independently defined by the Group, considering its own characteristics and specificities, without taking the policies of other companies as a reference. At the same time, to ensure that our Remuneration Policy is updated according to market trends, there is constant monitoring of our peers' practices and general trends, in terms both of pay-mix, remuneration levels and systems, and of alignment with the regulatory context and specific business framework.
Merit is a key factor in the Group Remuneration Policy. The system through which this is valued is based on several elements:
- RELATIONSHIP BETWEEN INCENTIVES AND RESULTS: through the definition of systems that set a direct link between remuneration and results assessed at Group, Business Unit, and individual level;
- ASSESSMENT OF CONDUCT: considering while analysing the results, not only the achievement of financial, economic and operational goals, but also the behaviours demonstrated to achieve them and their consistency with Group values;
- TIME PERSPECTIVE: assessing performance not only yearly, but also on a long-term perspective and time frame;
- TRANSPARENCY OF THE MERITOCRATIC SYSTEMS: by sharing the annual assessment of all recipients of this Report in a calibration meeting involving the Company’s top management, to promote equity, coherence and transparency of our meritocratic approach;
- PERIODIC PERFORMANCE CHECKS: considering feedback on trends with respect not only to annual, but also intermediate performance, to facilitate alignment with the expected targets and the possible undertaking of corrective actions.
The Generali Group has set up a governance process that involves both the corporate bodies and part of the Company management and the Key Control Functions, with the aim of defining, regulating, implementing and managing remuneration policies.
Furthermore, the Group pays special attention to the governance processes related to the members of the Global Leadership Group (GLG), who represent the approximately 200 roles with the greatest Group organisational weight and impact on the results and the process of rolling out, cascading, implementing and guiding the strategy and transforming the business.
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 is comprised of fixed remuneration, variable remuneration and benefits, structured in such a way as to ensure a proper balance of the components. Generali regularly performs structural analyses of the systems, in order to ensure a fair equilibrium of the various components and to foster the persons' commitment to achieving sustainable results.
- the remuneration package is clearly defined in order to guarantee a balance between fixed remuneration and variable remuneration, as well as to encourage the achievement of sustainable long-term results;
- the remuneration package is structured as a whole to ensure balance between the requirement to adequately incentivise the achievement of the best results in the interest of the Group and, at the same time, to guarantee, through the adoption of a series of precautions and safeguards, a healthy and prudent management, in accordance with the relevant regulatory framework;
- the “target” remuneration package is defined with the aim of maintaining a competitive level between median and upper quartile of the specific reference market, with the individual positioning linked to the evaluation of performance, potential, and strategic role, according to a segmented approach;
- variable remuneration is defined through annual cash and deferred share-based incentive plans, tied to individual and Group performance indicators, which also take into account the sustainability requirements, also in terms of the risks undertaken;
- the structures of the incentive plan provide access thresholds related to the Company's financial situation and risk management, as well as risk indicators and malus and clawback mechanisms and prohibitions on hedging;
- the expected performances are clearly defined through a structured and explicit system of performance management;
- the variable component (including an annual cash and a deferred in shares component) is as a whole:
- made up of at least 50% of shares;
- structured according to percentages and deferral periods differentiated by cluster of beneficiaries.
As in past years, the annual cash component of the variable remuneration consists in the so-called Short Term Incentive (STI), based on an annual performance assessment period and which provides for the payment of a cash remuneration upon the achievement of predefined goals.
The annual incentive system for the top management (excluding personnel belonging to Key Functions), aims at aligning the incentive with the actual performance of both individual recipients as well as the Group as a whole, through four rigorous process phases articulated in the definition of:
- The Group Funding Pool, linked to the level of achievement of Normalised Group Adjusted Net Profit and Group Operating Result and subject to prior verification of the minimum Solvency requirements;
- Individual Performance, determined in accordance with predefined and measurable financial, economic and operational and non-financial/ESG goals within the individual Balances Scorecards (BSC);
- the Individual Performance Calibration process in relation to the overall performance distribution, the reference context and compliance assessments;
- the Payout and individual cash allocation.
Generali's deferred variable remuneration consists in multi-year plans (so-called Long Term Incentive Plan - LTI) approved from time to time by the competent bodies. Starting from 2019, the structure of the LTI Plans provides for a share allocation system with deferral and lock-up periods over a time frame of 6-7 years, depending on the population of reference.
The 2022-2024 LTI plan has a structure and mechanisms that are consistent with those of the previous year, with revisions to the performance indicators, the related thresholds and target levels, and the percentage weight to reflect the reference context and are in alignment with and in support of the Group's strategy, specifically considering:
- maintaining the relative Total Shareholder Return (rTSR) for three years (with a weight of 45%) as a fundamental indicator of performance for shareholders, confirming the threshold and target level for the allocation of shares starting from the median positioning with respect to the comparative insurance peer panel, in line with market expectations;
- maintaining the cumulative 3-year Net Holding Cash Flow (NHCF) (with a weight of 35%) as main driver of cash generation, selected also considering the greater impacts on other financial balance sheet indicators deriving from the prospective introduction of the new international accounting standards (IFRS 9 and 17);
- the introduction of internal and measurable ESG goals (with a weight of 20%) linked to the Generali 2022-2024 strategy on climate change and diversity (New Green & Sustainable Bond Investments and % women in strategic positions), confirming the strong cultural imprint that the Group intends to impress on its policies, underlining the strategic role of sustainability in every business decision.
The remuneration of Heads and First Reporting Managers belonging to the Key Functions is structured in line with market practices and regulatory requirements.
Remuneration consists of fixed remuneration, a variable remuneration linked to participation in a specific deferred cash incentive plan, as well as additional benefits in line with the Group Policy.
In line with industry regulations and market recommendations, Generali's remuneration structure is in continuity with the progressive improvements on decisions made last year, reinforcing, on the one hand, an incentive system that is even more focused on ESG issues and, on the other, simplified performance evaluation models.
The variable component of the remuneration is based on a meritocratic approach and on a multi-year horizon, including an annual cash component and a deferred component in shares, based on the achievement of a combination of sustainable business goals and the direct link between incentives and results set at Group, Business Unit, Country, function and individual level, both financial, economic and operational, as well as non-financial/ESG.
The goals are predefined, measurable, linked to the achievement of economic, operational, financial and non-financial/ESG results. In line with our Group strategy, the performance goals consider the risks undertaken and are assessed not only with respect to the achievement of predefined and measurable targets and ambitions, but also considering the demonstrated behaviours to achieve them and their coherence with Group values.
In line with market recommendations and Generali's strategy, the main changes introduced in the 2022 policy include focus on internal and measurable non-financial/ESG goals in all Group incentive systems in line with the new “Lifetime Partner 24: Driving Growth Strategy”:
- Increase from 20% to 30% of the weight of non-financial/ESG indicators in the cash annual component of variable remuneration with indication of specific KPIs and ambitions in line with Generali's strategy on the main Group initiatives with priority given to Customers (e.g. % multi product customers, Relationship Net Promoter Score RNPS), Sustainability (e.g. Group Sustainable Solutions GDWP annual growth, Security Maturity Score) and People Value (e.g. % upskilled employees, % women managers); in addition to the introduction, with an additional weight of at least 10%, of Innovation, Digital & Business Transformation goals (e.g. % digital policies);
- Introduction with a weight of 20% of non-financial/ESG indicators in the deferred share component of variable remuneration with indication of specific KPIs and ambitions in line with the Group strategy related to climate change and diversity (Group Green and Sustainable Bond Investments and % women in strategic positions);
- Proposal of a new share ownership plan for Group employees linked to the creation of long-term sustainable value, which offers the opportunity to purchase Generali shares at favourable conditions, depending on share price appreciation and the achievement of the ESG goal of decarbonisation linked to the reduction in emissions from Generali's operating activities.
The Remuneration Policy related to all Directors without executive powers - with the exception of the Chairman, whose remuneration is detailed below - provides that the remuneration is composed of three elements: a fixed annual fee, an attendance fee for each meeting of the Board of Directors where they participate, as well as reimbursement of expenses incurred for attending the meetings.
The Shareholders' Meeting of 29 April 2022 determined that, for the three-year period 2022-2024, each member of the Board of Directors is entitled to:
- a gross annual fixed remuneration of € 100,000, with an increase of 50% for the members of the Executive Committee, if established;
- an attendance fee of € 4,000 gross for each meeting of the Board of Directors and of the Executive Committee, if established;
- the reimbursement of out of pocket expenses incurred to attend meetings and perform other activities required by their office.
Directors who are also members of Board Committees are paid fees that are additional to those already received as members of the Board of Directors, with the exception of those who are also executives of the Generali Group. The remuneration is established by the Board of Directors pursuant to Article 2389, paragraph 3 of the Italian Civil Code according to both the powers assigned to these Committees and the commitment required for participation in their work in terms of number of meetings and preparatory activities.
Furthermore, in line with regulatory legislation and best international market practices, no variable remuneration is expected.
The Remuneration Policy for the Chair provides for the payment of a fixed annual remuneration determined based on comparative analyses with similar national and international figures. Like all Directors without executive powers, the Chair does not participate in the short and medium-long term incentive plans. For this figure, the Remuneration Policy of Assicurazioni Generali also provides for the allocation of some benefits such as, for example, insurance coverage for death and total permanent disability from injury or illness, as well as health care and the availability of a Company car with driver for both private and business use.
MEMBERS OF THE SUPERVISORY BODY
For these parties, the Policy provides for the payment of a fixed gross annual remuneration for the entire duration of the mandate, with an increase of the amount for the Chair of the Board of Statutory Auditors within 50% considering the related coordination activities. There are no variable remuneration components.
The remuneration levels of the members of the Control Body are defined taking into account, among other things, the reference benchmark and the size/complexity of the Company.
The members of the Body are reimbursed for expenses incurred while exercising their functions and the coverages of the D&O insurance policy as illustrated below.
For more details about the remuneration tables of the Administrative and Control Bodies, General Managers and other Managers with Strategic Responsibilities, click here.