Our governance

Within a challenging economic and financial environment, we are convinced that our governance - which complies with the best international practices - is adequate for effectively pursuing our strategy of creating value for all stakeholders in the medium-long term.

 

La nostra Governance

* The category takes account of legal entities including foundations, trust companies, religious institutions.
** The category includes asset managers, sovereign funds, pension funds, Life insurers.
The data are updated to 4 March 2019.

There is no stock ownership system for employees and there are no shareholder agreements on shares. It should, however, be noted that the Company facilitates participation in Shareholders’ Meetings for beneficiaries of long term incentive (LTI) plans - which are based on Generali shares - by providing them with a designated representative.

Share performance, for further information on the share

The Company maintains continuing relations with all external stakeholders: institutional investors, proxy advisors, financial analysts and retail shareholders. Its intense relationship activities consist of various types of interaction with individual stakeholders or groups, as part of roadshows and sector conferences, as well as ad hoc occasions for the discussion of specific topics, ranging from business, financial and performance matters to corporate governance, remuneration and sustainability topics relevant to the various financial community representatives. Some of the main recurring occasions for interaction with the Company’s top management are the annual Shareholders’ Meeting and the Investor Day.

Note to the Management Report, for further information on stakeholder relations

Percentage of share capital represented in the Shareholders’ Meeting over the last five years

Percentage of share capital represented in the Shareholders’ Meeting over the last five years

Percentage of share capital represented by institutional investors in the Shareholders’ Meeting over the last five years

Percentage of share capital represented by institutional investors in the Shareholders’ Meeting over the last five years

In 2016, we launched the Shareholders’ Meeting Extended Inclusion program to facilitate participation in the Shareholders’ Meeting to those with motor and sensory disability: some dedicated services are provided to overcome any physical, communication and sensory barriers, like simultaneous translation into many languages, sign language and captioning in Italian, reception and check-in, as well as professional medical assistance.

The Board of Directors has structured its own organization - even through the establishment of special Board Committees - in a manner that meets the need to define strategic planning in line with the Group’s purpose, values and culture and, at the same time, monitors the pursuit of this strategy with a view to the sustainable value creation over the medium to long term. Our integrated governance also leverages the varied and in-depth professional skills present in the Board and ensures effective oversight of management’s activities.

 

integrated governance

integrated governance

 

Focus on the Board of Directors

in office until the 2019 annual Shareholders’ Meeting

Gabriele Galateri di Genola

Chairman
Chairman of Governance and Sustainability Committee
Investments and Strategic Operations Committee


Age: 71
Nationality: Italian
Professional background: Manager
In office since: 8 April 2011

Francesco Gaetano Caltagirone

Deputy Vice-Chairman
Appointments and Remuneration Committee
Investments and Strategic Operations Committee

Age: 75
Nationality
: Italian
Professional background: Entrepreneur
In office since: 28 April 2007, Vice-Chairman since 30 April 2010

Clemente Rebecchini

Vice-Chairman
Comitato Controllo e Rischi
Investments and Strategic Operations Committee

Age: 54
Nationality
: Italian
Professional background: Manager
In office since: 11 May 2012, Vice-Chairman since 6 November 2013

Philippe Donnet

Group CEO
Executive
Director responsible for the internal control and risk management system
Investments and Strategic Operations Committee

Age: 58
Nationality
: French
Professional background: Manager
In office since: 17 March 2016

Romolo Bardin

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Risk and Control Committee
Related Party Transactions Committee


Age: 40
Nationality
: Italian
Professional background: Manager
In office since: 28 aprile 2016

Ornella Barra

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Chairman of the Appointments and Remunerations Committee


Age: 65
Nationality
: Monegasque
Professional background: Entrepreneur
In office since: 30 April 2013

Paolo Di Benedetto

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Chairman of the Related Party Transactions Committee
Governance and Sustainability Committee


Age: 71
Nationality
: Italian
Professional background: Lawyer
In office since: 28 April 2016

Alberta Figari

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Chairman of the Risk and Control Committee
Governance and Sustainability Committee


Age: 54
Nationality
: Italian
Professional background: Lawyer
In office since: 30 April 2013

Diva Moriani

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Appointments and Remuneration Committee
Related Party Transactions Committee


Age: 50
Nationality
: Italian
Professional background: Manager
In office since: 28 April 2016

Lorenzo Pellicioli

Director
Appointments and Remuneration Committee
Investments and Strategic Operations Committee


Age: 67
Nationality
: Italian
Professional background: Manager
In office since: 28 aprile 2007

Roberto Perotti

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Risk and Control Committee
Related Party Transactions Committee


Age: 57
Nationality
: Italian
Professional background: Professor
In office since: 28 April 2016, elected from the minority slate

Sabrina Pucci

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Appointments and Remuneration Committee
Risk and Control Committee


Age: 51
Nationality
: Italian
Professional background: Professor
In office since: 30 April 2013

Paola Sapienza

Director
Independent (As defined in the listed companies’ Corporate Governance Code)
Related Party Transactions Committee
Investments and Strategic Operations Committee


Age: 53
Nationality
: Italian
Professional background: Professor
In office since: 30 April 2010, elected from the minority slate

highlights cda

 

highlights cda

 

Focus on the Board of Statutory Auditors

in office until 2020 annual Shareholders’ Meeting

Carolyn Dittmeier

Chairwoman


Age: 62
Nationality
: Italian and American
In office since: 30 April 2014

Antonia Di Bella

Auditor


Age: 53
Nationality
: Italian
In office since: 30 April 2014

Lorenzo Pozza

Auditor


Age: 52
Nationality
: Italian
In office since: 30 April 2014

Francesco Di Carlo

Substitude auditor


Age: 49
Nationality
: Italian
In office since: 30 April 2014

Silvia Olivotto

Substitude auditor


Age: 68
Nationality
: Italian
In office since: 30 April 2014

Corporate Governance and Share Ownership Report 2018,
for further information on the diversity of administration, management and control bodies