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 2023 - main goals

  • Financial affairs and equity investments.
  • Approval of the Consolidated Financial Statements and Integrated Report, the Parent Company draft financial statements, associated reports on operations and the proposed dividend payout.
  • Resolutions to increase the share capital to service the LTI Plan 2020-22 and cancel own shares.
  • Examination of periodic reporting on investments.
  • Periodic report on preliminary data on the financial position and financial performance restated in accordance with the new reporting standards.
  • Approval of Fondazione THSN’s financial statements at 31 December 2022.
  • Approval of interim financial information.
  • Resolution concerning an M&A transaction in the insurance market.
  • Periodic report on company management performance with the cumulative data relating to the key management KPIs.
  • Update on reinsurance.
  • Approval of the half-year financial reports at 30 June 2023
  • Examination of 2023 forecast and budget, Risk Appetite Framework and 2024 Strategic Asset Allocation.

 

  • Resolutions and disclosures concerning the ICRMS and remuneration of the heads of the Key Functions.
  • Regular update on the activities of the Key Functions at Group and Parent Company level.
  • Approval of impairment testing procedures.
  • Periodic examination of the report of the head of the Internal Audit function on complaints management.
  • Periodic disclosure on related party transactions.
  • Half-year report on Surveillance Body activities.
  • Periodical assessment of the organisational and administrative-accounting structure and the adequacy and effectiveness of the ICRMS.
  • Periodic report on the exercise of the powers of the Group CEO.
  • Periodic report on monitoring the Group’s Strategic Asset Allocation limits.
  • Actuarial analysis on reserving.
  • Approval of Group’s and the Parent Company’s 2022 ORSA Report.
  • Approval of the Group’s and the Parent Company’s Regulatory Supervisory Report and Solvency Financial Condition Report.
  • Examination of actuarial reports on the Parent Company’s technical reserves.
  • Adoption, updating and confirmation of Group and Parent Company policies.
  • Examination of the reports of the external auditors pursuant to s. 14 of Lgs.Decree no. 39, 27 January 2010, s. 10 of EU Regulation no. 537/2014, s. 102 of Lgs.Decree no. 209, 7 September 2005 and s. 11 (EU Regulation) no. 537/2014.
  • Resolution on checks performed and findings concerning workplace health and safety, in 2021, under the verification and control model envisaged by s. 30.4 of Lgs.Decree no. 81, 9 April 2008.
  • Periodic reporting on internal audit issues.
  • Changes to the internal capital calculation model pursuant to Solvency II.
  • Update of the Sustainability Group Policy.
  • Acknowledgement of the Group CEO as the beneficial owner of the Group.
  • Updates on climate risk management and ICT security issues.
  • Information on Anti-Money Laundering and International Sanctions.
  • Update of the Group Materiality Index.
  • Resolution on the review of the Liquidity Risk Management Plan, Recovery Plan and Systemic Risk Management Plan.
  • Update of the organisational, management and control model.
  • Approval of the RCC, the NGC, the ISC and the Surveillance Body 2023 expenditure budgets.
  • Examination of the findings of the 2022 Board review.
  • Review of the succession plans for the Group CEO and the members of the GMC.
  • Ascertainment of professionalism, respectability and independence requirements of the members of the Board of Directors and the Board of Statutory Auditors.
  • Integration of the powers of the Group CEO.
  • Review of the Regulation of the BoD and Board Committees.
  • Designation and determination of the remuneration of posts held in strategic subsidiaries.
  • Resolutions and disclosures on governance, appointments, remuneration and sustainability.
  • Report on the Corporate Governance Committee communication of 25 January 2023.
  • Approval of the 2022 Corporate Governance and Share Ownership Report and the Report on Remuneration Policy and Payments.
  • Final annual incentive plans and approval of incentive schemes.
  • Resolutions on the We Share 2.0 Plan.
  • Resolution on the proposed remuneration of the members of the Board of Statutory Auditors to be appointed.
  • Update report on the Group’s climate change strategy.
  • Call of the 2023 General Meeting and approval of the related reports.
  • Review of the Group and Parent Company Fit&Proper Policy.
  • Review of the related-party transaction Procedures.
  • Examination of the lists of candidates for the new Board of Statutory Auditors submitted by the eligible voters.
  • Resolution on the governance of Fondazione THSN.
  • Check the eligibility of the members of the corporate bodies appointed by the 2023 General Meeting.
  • Implementation of the LTI Plan 2023-25.
  • Check on interlocking situations ex s. 36 of Decree Law no. 201 of 6 December 2011, with regard to Directors and Statutory Auditors.
  • Check the requirements envisaged by the Fit&Proper Policy with regard to Key Personnel.
  • Resolution approving the Policy on Information Flows to the Corporate Bodies of the Parent Company.
  • Approval of the 2024 corporate events calendar.
  • Review of the Management policy for engagement with Investors and Relevant Stakeholders.
  • Report on the commencement of the 2023 Board Review process.
  • Resolution approving the document drawn up pursuant to s. 5.2.i) and s. 71.2.m) of IVASS Regulation no. 38 of 3 July 2018.
  • Resolutions on the board composition.
  • Approval of the RHRC 2024 expenditure budget.

Aspects of insurance supervision.

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