Role, functions and activity

The Board is appointed by the shareholders’ meeting and vested with the broadest management powers. It is responsible for approving the strategy proposed by management and for supervising managerial activities in pursuit of the corporate objective.

The responsibilities allocated to the Board of Directors include:

  • Approving the company's strategic, business and financial plans, as well as transactions having a significant impact on its operating performance, earnings or financial position, and significant related-party transactions.
  • Proposing the allocation of profit shown in the financial statements and the distribution of dividends. 
  • Resolutions relating to mergers, in the cases allowed by law, opening or closing of secondary premises, and amendments to the terms of the Articles of Association and General Meeting Regulation if they become incompatible with new mandatory legislative provisions. 
  • Resolutions on the commencement or termination of operations in individual business sectors. 
  • Appointing the General Manager, establishing their powers and duties and revocation. 
  • Taking decisions on the criteria for management and coordination of the Group companies and implementation of instructions issued by IVASS. 
  • Resolutions on the other matters that by law may not be delegated. 
  • On proposal of the CEO, establishing the nature and level of risk compatible with strategic objectives. 
  • Evaluating the adequacy of the organisational, administrative and general accounting system of the company and its subsidiaries with strategic importance, with special reference to the internal control and risk management system and the management of conflicts of interest. 
  • Assigning and revoking executive powers to the executive bodies and board sub-committees, setting their limits and the procedures for their exercise.

As regards accounting documents, the responsibilities of the Board of Directors under the law and the Articles of Association include preparation of:

  • the annual financial report; 
  • the half-yearly financial report as at 30 June of each year and, if envisaged, quarterly financial disclosures.

The Chair is the company’s legal representative and does not hold an executive role, as he has not been assigned further powers in addition to those set forth in the articles of association.

Board Diary 2025 - main goals

  • Examination and approval of the 2025-27 Strategic Plan and of the related investor information. Periodic reporting on its implementation.
  • Examination of the 2024 forecast, the 2025 budget, RAF and SAA, and of the 2025-27 Capital Management Plan.
  • Approval of impairment testing procedures and related results.
  • Update on the implementation of the Digital Operational Resilience Act (“DORA”) within the Group.
  • Approval of the Consolidated Financial Statements and Integrated Report, the Parent Company draft financial statements, associated reports on operations and the proposed dividend payout. Approval of the half-yearly financial reports.
  • Approval of Fondazione Generali THSN’s financial statements at 31 December 2024.
  • Approval of interim financial information.
  • Examination of the periodic reporting on investments.
  • Periodic report on company performance with cumulative data relating to the key management KPIs.
  • Examination of the 2025 forecast, the 2026 budget, RAF and SAA, and the 2026-28 Capital Management Plan.
  • Update on the shared taxonomy of the Company and the Group.
  • Changes to the Internal Model for capital calculation pursuant to Solvency II.
  • Regular update on the activities of the Key Functions at Group and Parent Company level and resolutions on the remuneration of the heads of the Key Functions.
  • Periodic examination of the report of the head of the Internal Audit function on complaints management.
  • Update on the EIOPA Stress Test.
  • Adoption, updating and confirmation of Group and Parent Company policies.
  • Periodic disclosure on RPT.
  • Periodic report on Supervisory Body activities.
  • Resolution amending the fees relating to the audit engagements assigned to the External Auditors.
  • Periodic assessment of the adequacy of the organisational and administrative-accounting structure and the system of delegated powers and of the fitness for purpose and effectiveness of the ICRMS.
  • Periodic report on monitoring of the Group’s SAA limits.
  • Actuarial analysis on reserving and review of actuarial reports on technical reserves.
  • Approval of the Group and Parent Company ORSA Report, RSR and SFCR for 2024.
  • Examination of actuarial reports on the Parent Company’s technical reserves.
  • Examination of the Reports of the External Auditors.
  • Approval of the Group Strategic Plan 2025–27 on ICT.
  • Review of the Liquidity Risk Management Plan, the Recovery Plan and the Systemic Risk Management Plan.
  • Resolution on controls carried out and findings obtained in respect of occupational health and safety.
  • Resolution on climate transition plan.
  • Report on Product Oversight and Governance.
  • Update from the Group Chief Security Officer on cyber security and crisis/business continuity management.
  • Update of the Sustainability Group Policy and Group double materiality assessment.
  • Update on sustainability risk management.
  • Approval of the 2025 expenditure budgets of the Board committees and the Supervisory Body.
  • Resolution on the succession plans of the Group CEO, GMC members and the heads of the Key Functions.
  • Examination of the letter of the Corporate Governance Committee dated 17 December 2024.
  • Approval of the Advice for Shareholders in view of the 2025 General Meeting.
  • Ascertainment of the requirements and suitability criteria of the members of the BoD and the Board of Statutory Auditors.
  • Check on the requirements envisaged by the Fit&Proper Policy with regard to Key Personnel.
  • Review of the Group and Parent Company Fit & Proper Policy.
  • Cancellation of own shares and consequent amendment to the Articles of Association.
  • Periodic report on the exercise of the powers of the Group CEO.
  • Approval of the 2024 Corporate Governance and Share Ownership Report and the Report on Remuneration Policy and Payments.
  • Proposed fees of the members of the Board of Directors to be appointed.
  • Final assessment of annual incentive plans and approval of incentive schemes.
  • Remuneration of GMC members.
  • Execution of the LTI Plan 2025–27.
  • Appointment of the directors and determination of the fees for those operating in strategic subsidiaries.
  • Call of the 2025 General Meeting and approval of the related reports.
  • Proposed guidelines for the fees of the Chair and Group CEO for the next term.
  • Appointment of the Chair and the Group CEO.
  • Appointment of the Secretary.
  • Resolution on the composition and responsibilities of Board Committees.
  • Definition of the remuneration of the Chair, the Group CEO and the Committee members.
  • Check of interlocking situations.
  • Review of the RPT Procedures.
  • Resolution on the governance of the Fondazione Generali THSN.
  • Appointment of the Supervisory Body and definition of its fees.
  • Resolution on the appointment of a head of Key Function.
  • Review of the delegated powers of some heads of Key Functions.
  • Approval of the 2026 corporate events calendar.
  • Assessment of the bid launched by Mediobanca on Banca Generali.
  • Assessment of the Group structure.
  • Resolution approving the document drawn up pursuant to Art. 5(2)(i) and Art. 71(2)(m) of IVASS Regulation No. 38 of 3 July 2018.
  • Update of the Policy on information flows to the Parent Company’s governing bodies.
  • Assignment of the consultancy and assistance engagement for the Board review.
  • Update on the governance of the Asset Management business.

Download