Corporate Governance

Assicurazioni Generali's Corporate Governance system is focused on the goal of sustainable value creation over the long term. In pursuing this goal, the Company is committed to aiming for excellence in its organisation. The safeguarding of the soundness, reliability, transparency and professionalism of the company, combined with an effective business strategy form the system of values the Company has built to pursue its goal of interpreting and meeting every need of its stakeholders.

 

Corporate Governance

The Parent Company's Corporate Governance system has been set up based on the traditional administration and control model, which includes a Board of Directors, assigned the strategic management of the Company for the pursuit of the corporate purpose, a Board of Statutory Auditors with supervisory functions and a General Meeting, the corporate body which expresses the will of the shareholders by issuing resolutions. The regulatory audit of the company's financial statements, instead, is the responsibility of an independent auditing company.

The Company's Board of Directors and the Board of Statutory Auditors are appointed by the General Meeting, through a list voting mechanism.

Corporate Bodies
Board of Statutory Auditors
Eugenio Colucci
CHAIRMAN
Gaetano Terrin
PERMANENT AUDITOR
Giuseppe Alessio Verni
PERMANENT AUDITOR
Maurizio Dattilo
SUBSTITUTE
Francesco Fallacara
SUBSTITUTE
Board of DirectorsEXECUTIVENON EXECUTIVEINDIPENDENT(*)R.C.CR.C.A.C.G.C.I.C.
Gabriele Galateri di Genola
CHAIRMAN
     
Vincent Bolloré
VICE-CHAIRMAN
     
Francesco Gaetano Caltagirone
VICE-CHAIRMAN
   
Mario Greco
GROUP CEO
     
Ornella Barra
BOARD MEMBER
    
Alberta Figari
BOARD MEMBER
    
Lorenzo Pellicioli
BOARD MEMBER
   
Sabrina Pucci
BOARD MEMBER
    
Clemente Rebecchini
BOARD MEMBER
    
Paola Sapienza
BOARD MEMBER
   
Paolo Scaroni
BOARD MEMBER
   

(*) independence criterion as envisaged in the Art. 3.C.1. of the Self-regulatory Code of listed companies

 

Acronym legend
R.C.C.
RISK AND CONTROL COMMITTEE
R.C.
REMUNERATION COMMITTEE
A.C.G.C.
APPOINTMENTS AND CORPORATE
GOVERNANCE COMMITTEE
I.C.
INVESTMENTS COMMITTEE

The composition of the new Board of Directors complies with the gender quota envisaged by regulations in force (known as the Golfo-Mosca Law): the number of women on the Board has increased to four, and women now represent 36.4% of the Board, much higher than the required minimum.

Law no. 120 of 12 july 2011 (known as the Golfo-Mosca Law) introduced the gender quotas for the composition of the Boards of Directors and Boards of Statutory Auditors of listed companies in Italy, as they have been in other European legal systems. With a view to substantive equality, aiming at promoting a balance between the genders and, at the same time, favouring the access of the less represented gender to corporate positions, the Law requires that the corporate bodies of listed companies ending their terms of office from 12 August 2012 reserve a quota of at least one-fifth of the bodies' members to the less-represented gender. Starting from the second time the corporate bodies are reformed, the number of women must equal at least one-third. Sanctions are envisaged for listed companies which do not comply with this law.

The model Generali has selected requires a clear separation between the functions of the Chairman of the Board of Directors and those of the Managing Director.

The Chairman 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.

In line with the provisions of the Articles of Association, the Board of Directors has appointed a Managing Director, who has been assigned the role of Group Chief Executive Officer (CEO), as he is also the General Manager. The Group CEO is the main person in charge of Company management. In this position, the Group CEO 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 2012 the Group Management Committee (GMC) was established, introducing a team approach to international management of the business, with the goal of ensuring greater alignment on strategic priorities among Group business units and a more effective, shared decisionmaking process. In addition to the Group CEO, Mario Greco, and the Group Chief Insurance Officer (CIO), Sergio Balbinot, who is his Deputy, the GMC is composed of the managers of the three main markets (Italy, France and Germany), of the global business lines and of the steering and control functions of the Head Office (Group Chief Operations Officer, Group Chief Financial Officer, Group Chief Investment Officer and Group Chief Risk Officer).

In order to increase the efficiency and effectiveness of its work, the new Board of Directors is supported by the following advisory Committees: Risk and Control Committee, that also deals with environmental and social matters involving the Company and the Group - meetings of which the Group CFO is systematically invited to attend - and under which the Sub Committee for Related Party Transactions was formed; Remuneration Committee; Appointments and Corporate Governance Committee; and Investments Committee. All of the above committees have primarily consulting, recommendation and preparatory functions.