Our Governance and our management

The Corporate Governance system of Assicurazioni Generali S.p.A. 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.

The Corporate Governance system

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 Auditor.
The Surveillance Body is a collective body that reports to the Board of Directors, to which tasks and powers relating to the drafting, development and promotion of constant updates to the Organisation and Management Model are attributed.

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

Meetings held as from 30 April 2013

Meetings held as from 30 April 2013

Activities of the Board of Directors as from 30 April 2013

Activities of the Board of Directors as from 30 April 2013

Board of Directors and Board of Statutory Auditors

Board of Directors and Board of Statutory Auditors

The Board of Directors is currently made up of one director, who according to the terms of the Self-Regulatory Code, is to be considered an executive director, and ten non-executive directors, eight of whom are independent as defined by the Code. One director has been elected by the minorities (slate presented by Assogestioni).

The composition of the Board of Directors complies with age limits: due to the amendment of the Articles of Association approved by the shareholders in 2012, no one who has reached the age of 77 may be elected director, no person who has reached the age of 70 can be elected Chairman and no person who has reached the age of 65 can be appointed Managing Director. The composition of the Board of Directors also 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.
The Board of Statutory Auditors is about to expire: on 30 April 2014 the General Meeting will appoint the new Board of Statutory Auditors, the composition of which shall comply with the gender quota.

Skills, expertise and geographical diversity are appropriately represented within the Board; directors are required to have a minimum of three years previous industry or relevant experience prior to being eligible for a directorship. Directors are required to know the duties and responsibilities associated with their function. The Chairman and the Group CEO shall take steps to keep the Board informed of the main statutory and regulatory innovations concerning the Company and the governing bodies and events on the international economic scene which may have significant repercussions on the Group’s business.
The Directors’ knowledge of corporate and Group dynamics and situations is promoted by inviting the managers of the Company and the Group to attend meetings held by the governing bodies, thus providing detailed information about the items on the agenda.
Workshops for members of the Board of Directors on specific subjects were organized in 2013, with the support of the Company’s managers working in that field, to provide a complete picture of the new legislative and business scenarios.

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 (Group 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 the international management of the business, with the goal of ensuring greater alignment on strategic priorities among Group business units and a more effective, shared decision-making process. In addition to the Group CEO, Mario Greco, and the Group Chief Insurance Officer (CInsO), Sergio Balbinot, who is his Deputy, the GMC is composed of the managers representing the three main markets (Italy, France and Germany), of the global business lines and of the steering and control functions of Head Office (Group Chief Operating Officer, Group Chief Financial Officer, Group Chief Investment Officer and Group Chief Risk Officer). The GMC is in charge of identifying the Group’s strategic priorities and monitoring business and financial performances, while ensuring Group-wide operational cohesiveness.

Group Management Committe

Group Management Committee

The Group CEO is also supported by:

  • Balance Sheet Committee, with decision-making responsibility for aspects of the financial statements at Group and Head Office level, and alignment of financial information;
  • Finance Committee, responsible for examining, evaluating and approving extraordinary investments and transactions;
  • Product & Underwriting Committee, which supervises the undertaking of extraordinary insurance risks on the basis of their industrial and financial impacts and risk aspects.

Over the next three years the reorganizational process will continue within the single Group’s functions and operating companies, with the aim to ensure the operational coherence and efficiency, essential to achieve the goal of revenues and cost synergies.

In order to increase the efficiency and effectiveness of its work, the Board of Directors is supported by the following advisory Committees that have primarily consulting, recommendation and preparatory functions: Remuneration Committee; Risk and Control Committee; Appointments and Corporate Governance Committee; and Investments Committee.
It is the task of the Remuneration Committee to express 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 GMC.
The Risk and Control Committee 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. The Committee has also consulting, recommendation and preparatory functions on environmental and social matters involving the Company and the Group. Under the Risk and Control Committee a Sub Committee for Related Party Transactions has been formed, 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.
The Appointments and Corporate Governance Committee performs consultative, recommendatory and preparatory activities for the Board of Directors on subjects relating to its size and composition and the corporate governance rules of the Company and the Group.
The Board of Directors assigns the Investment Committee the responsibility for conducting 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.

The Board of Directors has launched its self-assessment process and has resolved, after consulting the Appointments and Corporate Governance Committee, to instruct a leading firm of consultants to assess the size, composition and functioning of the Board itself and its Committees with regard to its activities in 2013.

Assicurazioni Generali S.p.A. - C.F. e P.IVA 00079760328