Board of Directors
The Board of Directors has the broadest powers of management and is responsible for ensuring that the decisions of the shareholders’ meeting are implemented promptly and correctly.
The current Board of Directors was elected on 29 April 2022 and will remain in office until the shareholders’ meeting called to approve the 2024 financial statements. On 15 July 2022 the Board of Directors co-opted Stefano Marsaglia as independent board member, who replaced the non-independent director Francesco Gaetano Caltagirone, resigned from the Board on 26 May 2022.
The Board of Directors comprises currently 13 directors. A significant effort is made to ensure "gender quotas" (there are six women on the board, equal to 46%) and a broad range of expertise. Considering international best practices and increasingly established requirements in the world of finance, the majority of the members of Board of Directors are independent: ten out of thirteen directors (77%) are classified as independent according to the Italian CG Code, well above the minimum requirement under current regulations.
Giuseppe Catalano (Secretary of the Board of Directors)
Composition and independence
In accordance with the list voting system, AGM 2022 appointed 10 directors from the majority slate presented by the outgoing Board of Directors and 3 directors were elected from the minority slate presented by the shareholder VM2006 S.r.l.
All the board members are independent in accordance with the Italian legislation for insurance companies (Decree of the Ministry for economic development no. 220 of 11 November 2011). Among them 12 are independent pursuant the legislation applicable to companies listed in the Italian regulated market (CFBA) and 10 as for the Italian CG Code.
| Independent as defined by the... | CFBA |
CG Code |
| Andrea Sironi | X | X |
| Philippe Donnet | ||
| Marina Brogi | X | X |
| Flavio Cattaneo | X | X |
| Alessia Falsarone | X | X |
| Clara Furse | X | X |
| Umberto Malesci | X | X |
| Stefano Marsaglia | X | X |
| Antonella Mei-Pochtler | X | X |
| Diva Moriani | X | X |
| Lorenzo Pellicioli | X | |
| Clemente Rebecchini | X | |
| Luisa Torchia | X | X |
| 12 of 13 | 10 of 13 |
According to the analysis conducted by Generali, with the exception of the CEO, Philippe Donnet, who holds an executive role, the remaining 12 directors corresponds to the independence criterion set by S&P Global.
Generali has not appointed a Lead Independent Director and such choice is compliant with the Italian Corporate Governance Code. In fact, the role of Lead Independent Director (LID) - the introduction of which is recommended by the CG Code only in specific cases, which do not apply in the case of Generali - is not necessary in relation to our Company's organisational structure, since the Chairman, who is an independent director, is neither an executive nor a controlling shareholder of the Company; moreover, the majority of Independent Directors have not yet deemed it necessary to make a proposal to the Board for the appointment of a LID.
Comparison with peers in Italy and Europe
- The size of the Board of Directors is above average of European and Italian peers.
Size - European and Domestic comparison
- The level of independence of the Board of Directors is above average of European and Italian peers.
% Independence - European and Domestic Comparison
- The presence of women on the Board of Directors exceeds the average of Italian and European peers.
- The average age of the Board of Directors is 60 years and is in line with the average of Italian and European peers.
(1) Assonime “La Corporate Governance in Italia: autodisciplina, remunerazioni e comply or explain (anno 2023)”
(2) Spencer Stuart “Italia Board Index 2023” e “UK Board Index 2023”
(3) Fonte: dati Spencer Stuart anno 2023
(4) Spencer Stuart "Boards around the world 2023"
Skills and requisites for office
Generali Directors must be chosen based on their professional expertise and competence from among people who have at least three years’ total experience as a qualified professional in the insurance, credit or financial sector. They must also meet specific integrity and independence requirements.
The members of the Board of the Directors and Supervisory Board must, individually and as members of such corporate body, have adequate experience and knowledge of:
- Markets in which the company operates
- Strategy and the business model
- Governance system
- Actuarial and financial analysis in relation to insurance companies
- Legal context and regulatory requirements
Training
During 2023, as in previous years, regular and periodical training sessions were organised to provide Directors and Statutory Auditors with updates and insights on strategic topics and relevant risk items.
In 2023, the Board was provided with eight training sessions on the following topics:
- ALM and international sanctions;
- structure of Life liabilities;
- the Group’s technology and data landscape;
- direct P&C insurance business;
- ORSA Report 2022;
- impact of rising interest rates on Life business;
- Product Oversight Governance and the global insurance landscape;
- Directors’ responsibility and sustainability challenges (climate change, greenwashing, and OECD principles).
More specifically, update and in-depth sessions on international sanctions in relation to anti-financial crime were held during 2023, both for the Risk and Control Committee and the Board. With the support of external speakers, two days of study were organised: one on Product Oversight Governance and the global insurance landscape, the other on the management of sustainability issues by boards of directors, also in terms of directors’ responsibilities, based on the evolution of environmental regulations; during that day, an update on the role of directors with respect to this topic was examined in detail.
Starting in February 2023, the Directors have had access the Company’s “We-Learn” educational platform to follow video courses on cyber security.
Additional regular risk focused sessions include the periodical review of the Own Risk and Solvency Assessment (ORSA) Report, the Risk Appetite Framework, the periodical reporting on solvency position and the risk management system as well as additional deep dives on selected risks (ie. climate risk, operational risks, etc.). More details on Group Risk Appetite and Own Risk and ORSA can be found in Group Risk Report included in the Annual Integrated Report and Consolidated Financial Statement.
Also for 2024, new training and updating sessions are already in place.
For previous year training sessions, including the 2022 onboarding activities, please consult ref. Corporate Governance and Share Ownership Report 2022 p. 70 and ref. Corporate Governance and Share Ownership Report 2021 p. 71 available at this link.
Compensation
For information on directors’ compensation, see the remuneration section.
Shareholdings
For information on directors’ shareholdings, see the shareholdings section.
Engagement
For information about the engagement with the Board of Directors, see the engagement section.
