OUR GOVERNANCE AND REMUNERATION POLICY

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Board of Directors

Corporate body appointed by the General Meeting through a slate voting mechanism and responsible for approving the strategy proposed by management and for supervising management activities in pursuit of the corporate objective.

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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

He has the power of steering and operational management of the Company and the Group, in Italy and abroad, with the powers of ordinary administration, in line with the general planning and strategies determined by the Board of Directors, within the amount limits resolved, without prejudice to the powers assigned by law or the Articles of Association exclusively to other Company bodies or otherwise delegated by the Board of Directors.

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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

Corporate body that is appointed by the General Meeting through a slate voting mechanism and has supervisory functions on the compliance with the law and the Articles of Association and on management control.

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Indipendent Auditor

External supervisory body responsible for the regulatory audit of the Company's nancial statements.

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Surveillance Body

Collective body that reports to the Board of Directors and to which tasks and powers relating to the drafting, development and promotion of costant updates to the Organisation and Management Model are attributed.

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Remuneration Committee

It has the task of expressing its opinion and make non-binding proposals to the Board on (inter alia) remuneration policies and the determination of the remuneration payable to the Chairman of the Board, Managing Directors, General Manager and the members of the Group Management Committee.

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Risk and Control Committee

It has the task of assisting the Board in performing the obligations assigned by the Code and the regulations of the Italian Insurance Supervision Body and, therefore, in determining the guidelines of the internal control and risk management system, assessing its adequacy and actual functioning on a regular basis, identifying and managing the main corporate risks. It has also consulting, recommendation and preparatory functions on environmental and social matters involving the Company and the Group.

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Sub Committee for Related Party Transactions

It has the task of expressing its opinion of related party transactions submitted for its attention by the Board or bodies holding delegated powers, in accordance with the related party transaction procedures approved by the Board.

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Appointments and Corporate Governance Committee

It performs a consultative, recommendatory and preparatory role in favour of the Board when taking decisions falling within its responsibility relating to its size and composition and the maximum number of directorships or appointments as statutory auditor which can be held by Directors in other companies listed on Italian or foreign regulated markets, or in nance, banking or insurance companies or other large companies. It performs preparatory activities relating to the drafting of the succession plan for Executive Directors, members of the GMC and the GLG, and assists the BoD with decisions relating to the structure of the corporate governance rules of the Company and the Group. It also expresses an opinion on the institution of the GMC and on development and management policies relating to the GLG’s resources. Finally, it expresses an opinion on the appointment of the Chairmen, executive Directors, General Managers (or top management executives who hold equivalent positions) and statutory auditors of the subsidiaries with strategic importance, and non-executive directors, if recruited from outside the Company and the Group

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Investment Committee

It conducts a periodic analysis of the Group investment policies, the main operational guidelines and the corresponding results, and a prior analysis of major investment and divestment operations.


Corporate governance lies at the heart
of a company and must be considered
as a way of running a company’s daily activities
in the interests of all stakeholders in order
to achieve sustainable results over time.
Gabriele Galateri di Genola,
Chairman

Focus on the Board of Directors at 16 March 2016

Chairman
Executive
Director responsible for the internal control and risk management
Nationality
Italian
Professional background
Manager
In office since 8 April 2011
Board committees
Chairman of the Appointments and Corporate Governance Committee
Chairman of the Investment Committee
*Interim holder of the executive powers of the Group CEO, on an urgent basis, since 9 February 2016
Vice-Chairman and Deputy
Chairman
Non executive
Independent*
Nationality
Italian
Professional background
Businessman
In office since 28 April 2007,
Vice-Chairman since 30 April 2010
Board committees
Investment Committee
Appointments and Corporate Governance Committee
Vice-Chairman
Non executive
Nationality
Italian
Professional background
Manager
In office since 11 May 2012,
Vice-Chairman since 6 November 2013
Board committees
Risk and Control Committee
Investment Committee
Director
Non executive
Independent*
Nationality
Italian
Professional background
Lawyer
In office since 30 April 2013
Board committees
Chairwoman of the Risk and Control Committee
Chairwoman of the Sub Committee for related party transactions
* As defined in the Self-Regulatory Code
Director
Non executive
Independent*
Nationality
French
Professional background
Manager
In office since 6 December 2013
Board committees
Remuneration Committee
* As defined in the Self-Regulatory Code
Director
Non executive
Independent*
Nationality
Italian
Professional background
Manager
In office since 28 April 2007
Board committees
Appointments and Corporate Governance Committee
Remuneration Committee
* As defined in the Self-Regulatory Code
Director
Non executive
Independent*
Nationality
Monegasque
Professional background
Enterpreneur
In office since 30 April 2013
Board committees
Chairwoman of the Remuneration Committee
* As defined in the Self-Regulatory Code
Director
Non executive
Nationality
Italian
Professional background
Manager
In office since 5 December 2014
Director
Non executive
Independent*
Nationality
Italian
Professional background
Professor
In office since 30 April 2013
Board committees
Risk and Control Committee
Sub Committee for related party transactions
* As defined in the Self-Regulatory Code
Director
Non executive
Independent*
Nationality
Italian
Professional background
Professor
In office since 30 April 2010 - elected from the minority slate
Board committees
Risk and Control Committee
Sub Committee for related party transactions
Investment Committee
* As defined in the Self-Regulatory Code

The remuneration policy for non-executive directors provides for payment of a fixed amount and additional compensation for those who are also members of board committees in accordance with the powers conferred to those committees and the commitment required in terms of number of meetings and preparation activities involved.

Incentive plans based on financial instruments are not involved and a variable component amounting to a total of 0.01% of the Group net result is granted, subject to a maximum total limit of € 300,000 to be equally divided among the directors.
The remuneration policy for the Group CEO, the only executive director, comprises a fixed amount, a variable amount (short and medium / long-term) and benefits in line with the remuneration package of the other executives with key responsibilities as described below.

skills
The Board is regularly informed of the main legislative and regulatory developments affecting the Company and its governing bodies, and of the events characterizing the international economic scenario, which may produce any significant impact on the Group's business. Five days to inform of the strategy and Solvency II were organized during 2015.



















Focus on the Group Management Committee (GMC) at 16 March 2016

Chairman
GMC Chairman
He has the power of steering and operational management of the Company and the Group, in Italy and abroad, with the powers of ordinary administration, in line with the general planning and strategies determined by the Board of Directors, within the amount limits resolved, without prejudice to the powers assigned by law or the Articles of
Association exclusively to other Company bodies or otherwise delegated by the Board of Directors.
* in office since 9 February 2016, when he has been temporarily assigned the powers of Mario Greco pursuant to the Group’s provisions for succession planning of the Group CEO
Group Chief Financial Officer 
His mission is to monitor the financial performance of the Group, supervising activities related to capital management, tax, planning and control, debt management, treasury, M&A, investor relations and shareholdings supervision, also managing and presenting the Group financial reports.
He is also accountable as Manager in charge of the preparation of the Group's financial reports, in regards both statutory and consolidated financial statements.
Group Chief Risk Office
His mission is to guarantee a world class integrated risk management system through the definition of the risk strategy including risk appetite, limits and risk mitigation, and through the identification, monitoring and reporting of risks and the management of the risk capital model.
Country Manager France 
His mission is to transform Generali France into a clientobsessed organization serving the four client clusters chosen (individuals, affluent, professional & small enterprises, commercial). The way forward is to engage the teams, to free the initiatives and to give confidence to all employees.
Country Manager Germany
His mission is to ensure business results while leading a wide strategic repositioning plan of the Group on the German market, which is currently under strong pressure in terms of competition, macroeconomic environment and regulations.
The new strategy of Generali in Germany (Simpler, Smarter, For You) is based on a simpler organization, efficiency increase and significant cost reduction, competitive differentiation through product innovation and stronger focus on clients and on distribution channels. The aim is strengthening the profitability of this market and making Generali the retail market leader.
Group Head of Global Business Lines 
His mission is to combine the strength of four leading strategic units – Generali Employee Benefits, Global Corporate & Commercial, Europ Assistance and Generali Global Health – to offer corporate clients a full range of global insurance solutions fostering cross-selling initiatives and operational synergies and maximizing the value of the relationship with Top Tier Brokers.
Group Chief Operating Officer 
His mission is to transform and run the Generali Operating Platform to deliver operational excellence, enable client and distribution excellence; to build the needed capabilities to drive the transformation and secure the executition of all programs and initiatives.
Group Chief Investment Officer 
His mission is to maximize the financial return from investments, given the constraint represented by the insurance liabilities profile and the Group risk appetite, also by establishing the Group investment strategies for all asset classes, supervising the implementation and correct execution and coordinating the Group Investment Management activities directly and indirectly through the Asset Management Companies.
Country Manager Italy 
His mission is to strengthen our leadership on the Italian market, building more efficient operative platforms, though integration programs, business development actions and innovation initiatives.

With respect to remuneration, our governance is mainly focused on Group executives:
  • Group CEO;
  • members of the Group Management Committee (GMC);
  • managers and executives directly reporting to the control functions, for whom specific and/or further provisions apply, in line with the regulatory requirements relating to those parties;
  • other positions directly reporting to the CEO, with significant impact on the risk and strategic profile of the Group;
In line with the strategy, which aims to increase the international integration of the Group and strengthen its role internationally, our remuneration policy principles, consistent at a global level, are
stated within the organization and are in accordance with the laws and local specificities.
In particular, the Group pays special attention to the governance issues concerning the members of the Global Leadership Group (GLG), representing about 200 roles who have significant organizational
weight within the Group and effective impact on the results and on the process aimed at fostering the strategy.
Our Principles
Fairness and Consistency
The principles of our remuneration policy are consistent throughout the organization, in accordance with the type of business and local specificities and regulations in the various Group markets.
Alignment with corporate strategy
Remuneration systems are a fundamental way of aligning managers with corporate strategy. In this sense, our incentive systems are structured so that roles are paid in accordance with the achievement of sustainable results for the Group and the targets are set - both on an annual basis and long-term – to ensure that future goals will take account of the actual results obtained over time, also with respect to the behaviour adopted to reach these targets and their compliance with Group values so that the performance level can be sustainable and is in line with shareholder requests and regulatory requirements.

Total target remuneration

Competitiveness
The Group’s intention is to give competitive total target executive remuneration packages with respect to our peers on the European financial market, with individual positioning based on the assessment of performance, potential and strategic nature of the role.

Evaluation of merit and performance

Merit is a key element of our remuneration policy. The variable remuneration of Group executives comprises short and long-term components:

  • the Group Short-Term Incentive (STI) is the annual cash bonus system for the Group CEO and the members of GMC and GLG and provides for individual bonuses from 0% to 200% of the individual baseline target in accordance with:
    • Group funding, linked to the Group operating result and net profit; 
    • individual balanced scorecards, based on 5 to 7 goals linked to value creation, risk adjusted profitability, process effectiveness and customer and human resources management.
A qualitative “Effective leadership as role model in driving Generali as first choice for customers and employees around the globe” goal was introduced in 2014, obligatory and equal for everybody, to reinforce the leadership model and in compliance with regulatory requirements.
The minimum weight ranges between 10% and 20% and is based on objective results related to human resources management, the behaviour shown and the impact on the organization itself.
  • the Group Long-Term Incentive (LTI) is the long-term program for Group executives and certain selected key resources, paid in Generali shares with approval by the Shareholders’s Meeting:
    • in line with market practice and shareholder expectation, the shares are provided over a period of 6 years, subject to meeting performance conditions that are in line with the strategic targets of the Group; 
    • in line with regulatory requirements, the LTI plan has no-claims bonus and claw back clauses within our risk management policies and a no-sell period of 2 years on the shares.
For internal control functions (Internal Audit, Risk Management, Compliance and Actuarial Function), specific guidelines are applied in line with regulatory requirements.
Governance and Compliance
The remuneration policy is approved by the Shareholders’ Meeting, upon proposal of the Board of Directors in association with the Remuneration Committee, and taking account of the applicable regulatory and governance requirements.
In line with our compliance culture, assessments are made at individual level to ensure the compliance of conduct with respect to the compliance, audit, code of conduct and governance processes; these assessments can trigger noclaims bonus and claw back clauses on all the incentives.

Particular attention is paid to developing a proactive and constructive dialogue on remuneration with our main investors and proxy advisors.
The feedback we receive on these key topics is analysed in the Remuneration Report, that gathers all compensationrelated information in a single document to increase stakeholder awareness on our remuneration policies, their implementation and disclosure.