OUR GOVERNANCE AND REMUNERATION POLICY

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Board of Directors

It has all of the broadest management powers for the pursuit of the corporate purpose. It appoints a Chairman and my appoint one or more Vice-Chairmen.

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Chairman

He has the power of legal representation of the Company and does not hold an operational role, as he is not assigned further powers in addition to those set forth in the Articles of Association.

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Group CEO

This is the main person responsible for Company management, in the capacity of Managing Director. The Group CEO is also the Director responsible for the internal control and risk management system.

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Group Management Committee

Established with the goal of ensuring greater alignement on Group strategic priorities and a more effective, shared decision-making process on relevant topics to the Group, by means of a team approach fostering shared information and strenthening international perspectives, it represents the main support mechanism for the Group CEO's strategic decisions, such as those concerning risks and investments, the assessment of Group nancial and industrial results and the steering of the main strategic programs of the Group and/or impacting on more countries.

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Balance Sheet Committee

Cross-functional Committee that examines and identies topics with material impact on the nancial statements both at Group and Assicurazioni Generali S.p.A. level.

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Finance Committee

Cross-functional Committee that examines and evaluate extraordinary investments and transactions.

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Product & Underwriting Committee

Cross-functional Committee that supervises the protability and risk level of new insurance business by means of a centralized process of prior approval of new products.

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Board of Statutory Auditors

It consists of three permanent and two substitute auditors, all responsible for ensuring compliance with the applicable laws and regulations and the Articles of Association as well as management control.

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Independent Auditors

Enrolled in the dedicated registry and appointed by the Shareholders’ Meeting, it is an auditing body external to the Company.

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Surveillance Body

It has duties and powers with respect to the oversight, development and promotion of the continuous updating of our Organization and Management Model, defined to prevent offences that are relevant for the purpose of legislative decree no. 231/2001 with respect to the administrative liability of legal entities.

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Appointments and Remuneration Committee

It has consultative, recommendatory and preparatory functions in favour of the Board with respect to remuneration and appointments.

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Risk and Control Committee

It has consultative, recommendatory and preparatory functions in favour of the Board with respect to internal control and risk management matters.

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Governance and Sustainability Committee

It has a consultative, recommendatory and preparatory role in favour of the Board in taking the decisions for which it is responsible with respect to the structure of corporate governance rules and social and environmental sustainability matters.

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Investments and Strategic Operations Committee

It has a consultative, recommendatory and preparatory role in favour of the Board with respect to investments and strategic operations.

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Related Party Transactions Committee

It provides opinions on transactions with related parties, in compliance with the procedure approved by the Board.

www.generali.com/governance for further information and the Corporate Governance and Share Ownership Report 2016

* The corporate governance is updated as at 25 January 2017.

 

Focus on the Board of Directors as at 25 january 2017

Chairman
Non-executive
Governance and Sustainability Committee
Investments and Strategic Operations Committee
Nationality
Italian
Professional background
Manager
In office since 8 April 2011
Vice-Chairman and Deputy Chairman
Non-executive
Appointments and Remuneration Committee
Investments and Strategic Operations Committee
Nationality
Italian
Professional background
Entrepreneur
In office since 28 April 2007,
Vice-Chairman since 30 April 2010
Group CEO
Executive
Director responsible for the internal control and risk management system
Investments and Strategic Operations Committee
Nationality
French
Professional background
Manager
In office since 17 March 2016
Vice-Chairman
Non-executive
Risk and Control Committee
Investments and Strategic Operations Committee
Nationality
Italian
Professional background
Manager
In office since 11 May 2012
Vice-Chairman since 6 November 2013
Board committees
Vice-Chairman since 6 November 2013
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Risk and Control Committee
Related Party Transactions Committee
Nationality
Italian
Professional background
Manager
In office since 28 April 2016
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Appointments and Remuneration Committee
Nationality
Monegasque
Professional background
Entrepreneur
In office since 30 April 2013
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Related Party Transactions Committee
Governance and Sustainability Committee
Nationality
Italian
Professional background
Lawyer
In office since 28 April 2016
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Risk and Control Committee
Governance and Sustainability Committee
Nationality
Italian
Professional background
Lawyer
In office since 30 April 2013
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Appointments and Remuneration Committee
Related Party Transactions Committee
Nationality
Italian
Professional background
Manager
In office since 28 April 2016
Director
Non-executive
Appointments and Remuneration Committee
Investments and Strategic Operations Committee
Nationality
Italian
Professional background
Manager
In office since 28 April 2007
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Risk and Control Committee
Related Party Transactions Committee
Nationality
Italian
Professional background
Professor
In office since 28 Aprile 2016, elected from the minority slate
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Appointments and Remuneration Committee
Risk and Control Committee
Nationality
Italian
Professional background
Professor
In office since 30 April 2013
Director
Non-executive
Independent as defined in the listed companies’ Corporate Governance Code
Related Party Transactions Committee
Investments and Strategic Operations Committee
Nationality
Italian
Professional background
Professor

In office since 30 April 2010, elected from the minority slate

Skills and expertise


Number of meetings of the Board and Committees
[tabella|263|notitolo]


Average percentage attendance at the meetings of the Board and Committees
[tabella|264|notitolo]

The remuneration policy for non-executive directors establishes that remuneration consists of a fixed component as well as an attendance fee for each Board of Directors meeting in which they participate, in addition to the reimbursement of expenses incurred for participation in such meetings. Directors who are also members of the board committees are paid remuneration in addition to the amounts already received as members of the Board of Directors (with the exception of those who are also Generali Group executives), in accordance with the powers conferred to those committees and the commitment required in terms of number of meetings and preparation activities involved. This remuneration is established by the Board of Directors.
In line with the best international market practices, there is no variable remuneration.

The remuneration policy for the Managing Director and Group CEO, the only executive director, instead comprises a fixed amount, a variable amount (short and medium/long-term) and benefits in line with the remuneration package of the GMC members and the other executives with key responsibilities as later described.


FOCUS ON THE GROUP MANAGEMENT COMMITTEE (GMC) AS AT 15 FEBRUARY 2017
The Managing Director and Group CEO, the members of the GMC and the other executives with key responsibilities receive a remuneration package consisting of a xed component, a variable component (short and medium/long-term) and benets, on the basis of the following principles:

The fixed component remunerates the role held and responsibilities assigned, also considering the experience of the relevant incumbent and the skills required, as well as the quality of the contribution made in terms of achieving business results.

The short-term variable remuneration consists of an annual bonus system based on which a cash bonus of between 0% and 200% of the individual target baseline may be accrued depending on:

  • the Group funding, connected with results achieved in terms of the Group Operating Result and Adjusted Net Profit and the surpassing of a minimum Economic Solvency Ratio level
  • the achievement of the objectives defined in the individual balanced scorecards, which establish from 5 to 7 objectives at Group, Region, country, business/function and individual level - as appropriate - in terms of value creation, proper profitability based on risks, effectiveness, business transformation initiatives, strategy acceleration and people empowerment.

The long-term variable remuneration is based on a long-term plan based on Assicurazioni Generali shares (upon approval by the Shareholders’ Meeting) with the following features:

  • the plan is paid out over a period of 6 years and is linked with specific Group performance targets (Return on Equity and relative Total Shareholder Return) and the surpassing of a minimum Economic Solvency Ratio level
  • the plan is based on a three-year performance period and additional sale-restriction periods (i.e. minimum holding) on granted shares up to two years.

In particular, benefits include a supplementary pension and healthcare assistance for employees and their families, in addition to a company car and further benefits, including some linked to domestic or international travel (e.g. accommodation expenses, travel and education for children), in line with market practices.

LINKS:

www.generali.com/it/governance/remuneration for further information and the Remuneration Report