Our governance and compensation policy

Our governance and compensation policy

General Meeting

Corporate body which expresses the will of the shareholders by issuing resolutions.

Board of Directors

Corporate body appointed by the General Meeting through a slate voting mechanism and responsible for approving the strategy proposed by management and for supervising management activities in pursuit of the corporate objective.

Chairman

He 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.

Group CEO

He 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.

Board of Statutory Auditors

Corporate body that is appointed by the General Meeting through a slate voting mechanism and has supervisory functions on the compliance with law and the Articles of Association and on management control.

Independent Auditor

External supervisory body responsible for the regulatory audit of the Company's financial statements.

Surveillance Body

Collective body that reports to the Board of Directors and to which tasks and powers relating to the drafting, development and promotion of costant updates to the Organisation and Management Model are attributed.

Renumeration Committee

It has the task of expressing 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 Group Management Committee.

Risk and Control Committee

It 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. It has also consulting, recommendation and preparatory functions on environmental and social matters involving the Company and the Group.

Appointments and Corporate Governance Committee

It performs consultative, recommendatory and preparatory activities for the Board on subjects relating to its size and composition and the corporate governance rules of the Company and the Group.

Investment Committee

It conducts 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.

Sub Committee for Related Party Transactions

It has the task of 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.

Group Management Committee

Established with the goal of ensuring greater alignement on Group strategic priorities and a more effective, shared decision-making process on relevant topics to the Group, by means of a team approach fostering shared information and strengthening international perspectives, it represents the main support mechanism for the Group CEO's strategic decisions, such as those concerning risks and investments, the assessment of Group financial and industrial results and the steering of the main strategic programs of the Group and/or impacting on more countries.

Balance Sheet Committe

Cross-functional Committee that examines and identifies topics with material impact on the financial statements both at Group and Head Office level.

Finance Committee

Cross-functional Committee that examines and evaluates extraordinary investments and transactions.

Product & Underwriting Committee

Cross-functional Committee that supervises the profitability and risk level of new insurance business by means of a centralized process of prior approval of new products.

Corporate governance lies at the heart of a company and must be considered as a way of running a company’s daily activities in the interests of all stakeholders in order to achieve sustainable results over time.
Gabriele Galateri di Genola, Chiarman

Focus on the Board of Directors

Gabriele Galateri di Genola

Chairman

Galateri

Gabriele Galateri di Genola was born in Rome in 1947. He holds a degree in Law and an MBA from Columbia University. He was appointed CEO of IFIL in 1986 and CEO and General Manager of IFI in 1993; subsequently, in 2002, he was appointed CEO of Fiat. From 2003 to June 2007 he was Chairman of the Board of Directors of Mediobanca. From 2003 to 2010 he was Deputy Chairman and a member of the Board of Directors of Generali. From 2007 to 2011 he also was Chairman of Telecom Italia S.p.A., of which was member of the Board of Director until April 2014.
Now he is a non-executive member of the Board of Moncler, Edenred S.A, Lavazza SpA, and Giorgio Cini Foundation. He is Chairman of the Executive Committee of the Italian Institute of Technology and of Studium Marcianum Foundation. He is also member of the International Advisory Board of Columbia Business School. Gabriele Galateri di Genola has been appointed Chairman of Assicurazioni Generali on April 8, 2011.

Francesco Gaetano Caltagirone

Vice-Chairman

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Francesco Gaetano Caltagirone was born in Rome on 2 March 1943. After studying engineering, he revamped his family’s construction firm, extending its business to the cement and media sectors, setting up one of the largest Italian business groups, which includes five publicly listed companies, significant strategic holdings and has a growing international presence. In addition to serving as Chairman of Caltagirone S.p.A., Caltagirone Editore S.p.A., Il Messaggero S.p.A., Il Gazzettino S.p.A., and Eurostazioni S.p.A.. He was made ‘Cavaliere del Lavoro’ in 2006. Francesco Gaetano Caltagirone has been Vice-Chairman of Assicurazioni Generali since April 2010.

Ornella Barra

Director

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Ornella Barra was born in Chiavari (Genoa). After graduating in Pharmacy at the University of Genoa, she started her career in the pharmaceutical sector working as a pharmacist. In 1984 she founded Di Pharma, a pharmaceutical distribution company, later acquired by Alleanza Salute Italia of which she became the Chairman and Managing Director. She was a Board member of Alliance Santé, Executive Director of Alliance Unichem Plc. and took on important posts in Alliance Boots following the merger between Alliance Unichem Plc. and Boots Plc.. Currently, following the merger between Walgreens and Alliance Boots, she  is Executive Vice President of Walgreens Boots Alliance, Inc. and President and Chief Executive of Global Wholesale and International Retail. She is also one of the founders of the European Pharmacist Forum (EPF), Special Professor of the University of Nottingham’s School of Pharmacy, Deputy Chairman of the Italian Pharmaceutical Distributors Association (ADF) and Board member of the International Federation of Pharmaceutical Wholesalers (IFPW) in New York. Since 30 April 2013, she has been a member of Assicurazioni Generali Board of Directors.

Alberta Figari

Director

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Alberta Figari was born in Milan on 30 January 1964 and graduated in Law at the University of Milan in 1988. She obtained the Master of Laws Degree from King’s College, London, and joined the Bar in Milan in 1992. She is a partner at Clifford Chance (law firm), where she acquired significant experience in  corporate, banking, insurance and financial law. She is a member of Nice S.p.A. Supervisory Board. Since 30 April 2013, she has been a member of Assicurazioni Generali Board of Directors. 

Jean-René Fourtou

Director

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Jean-René Fourtou was born in Libourne (Gironde) on June 20, 1939. After graduating at the Ecole Polytechique in 1960, he began his career at Bossard where he was Chairman and CEO from 1977 to 1986. In 1986, he was appointed Chairman and CEO of the Rhône-Poulenc Group. From 1999 to 2002, he held the post of Vice-Chairman and CEO at Aventis (a company resulting from the merger between Hoescht and Rhône Poulenc) and in 2002 he took the post of Chairman and CEO at Vivendi Universal. In the past he was also a of Board member of Nestlé, Canal+ Group, Schneider, EADS, Pernod-Ricard, La Poste, Société Générale, Rhodia, Axa and CapGemini.
He is currently serving as Chairman of Bordeaux University Foundation, Chairman of the “Dialogue” Award Committee and Honorary Chairman of the International Chamber of Commerce. Jean–René Fourtou received many awards, such as the International Leadership Award from the United States Council for International Business in 2004, and was decorated as Officer of the Legion of Honor (2008), Commander of the National Order of Merit, Commander of the Order of Ouissam Alaouite (Morocco, January 2005) and Commander of the Order of Ouissam al Moukafaa al Watanya (Morocco, July 2005).
Since 2005 he has been the Chairman of the Supervisory Board of Vivendi and Co-Chairman of the Economic Development Group between France and Morocco. He is also a Board member of Maroc Télécom and Sanofi-Aventis. Jean-René Fourtou has been a member of Assicurazioni Generali Board of Directors since December 6, 2013.

Mario Greco

Group CEO - Managing Director and General Manager

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Mario Greco was appointed Member of the Board of Directors and Group CEO of Assicurazioni Generali on August 1st, 2012.
Born in Naples on June 16th 1959, he graduated in Economics from the University of Rome in 1983 and in 1986 he got a Master’s degree in International Economics and Monetary Theory at Rochester University, N.Y. (USA).
He started his career in 1986 at McKinsey & Company, where he worked until 1994.
In 1995 he moved to RAS, working as Head of Claims Division. In 1996 he became General Manager and in 1998 Managing Director. In 2000 he was appointed Chief Executive Officer of the company. In 2004 he joined the Executive Board of Allianz AG and in the same year he was named Insurance CEO of the Year.
In 2005 he became CEO of EurizonVita (Sanpaolo IMI Group) and CEO of Eurizon Financial Group.
In 2007 he joined Zurich Financial Services as Deputy CEO Global Life, where, in 2008, he assumed the role of CEO and member of the Executive Committee.
In 2010 he was appointed CEO General Insurance at Zurich Insurance Group, a position he held until June 2012.

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Sabrina Pucci

Director

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Sabrina Pucci was born in Rome on 30 August 1967. After graduating in Economics with top marks at La Sapienza University (Rome), she started her academic career. Since 2005, she is Full Professor of Business Economics at the Department of Economics of Roma Tre University. Her fields of research include international accounting standards, risk, insurance, banks, financial instruments, intangible assets and pension funds. She is a member of the Insurance Accounting Working Group at EFRAG and has written many scientific publications on her fields of expertise. Since 30 April 2013, she has been a member of Assicurazioni Generali Board of Directors.

Lorenzo Pellicioli

Director

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Lorenzo Pellicioli was born in Alzamo Lombardo (BG) on 29 July 1951. He began his career in the field of journalism and television, and in 1984 joined the Mondadori Espresso Group, where he was soon appointed to top management positions. He then moved to the Costa Crociere Group, where from 1990 to 1997 he was first Chairman and Managing Director of Costa Cruise Lines and Compagnie Française de Croisières, and then Worldwide General Manager of Costa Crociere S.p.A. After holding the position of Managing Director of SEAT Pagine Gialle S.p.A., he has been Managing Director of De Agostini S.p.A. since 2005: in that Group he is now also Chairman of Lottomatica S.p.A., member of the Board of De Agostini Editore and Atlas, Vice Chairman of the Supervisory Board of Général de Santé and Chairman of the Board of Directors of DeA Capital S.p.A.. He is also Chairman of the Board of Directors of Zodiak Media and a member of the Board of Directors of B&D Holding di Marco Drago & C. S.A.P.A.. In the past he has also been a director of ENEL, INA and Toro Assicurazioni and a member of the Advisory Board of Lehman Brothers Merchant Banking. Lorenzo Pellicioli has been a Director of Generali since April 2007.

Paola Sapienza

Director

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Paola Sapienza was born in Catania on 19 March 1965. After graduating in Political Economics at Bocconi University, Milan, she continued her studies at Harvard University where she obtained a master’s degree and a PhD in Economics. She worked at the Bank of Italy Research Department and then started her academic career in the USA; she now has the Merrill Lynch’s post as Full Professor of Finance at the Kellogg School of Management at Northwestern University. She is specialised in different fields including corporate governance, business finance and banking economics and has written numerous publications. She is a Research Associate at the National Bureau of Economic Research and Director of the American Finance Association since 2011. She has been a member of Assicurazioni Generali Board of Directors since April 2010.

Flavio Cattaneo

Director

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Flavio Cattaneo 51 years old, with a degree in Architecture from the Milan Politecnico and a Real Estate Finance specialization from SDA Bocconi. Actually is an independent member of the Board of Directors of TELECOM Italia (of which he is a member of the Nomination and Compensation Committee), of CEMENTIR HOLDING (of which he is a member of the Nomination and Compensation Committee and of the Internal Control Committee) and of NTV S.p.A.
From 2005 to 2014 he has been CEO of Terna S.p.A. where he developed an international expansion strategy in South America and in the Balkans. From 2007 to 2011 Mr. Cattaneo was Chairman of TERNA Partecipacoes. From 2003 to 2005 he was Managing Director of Italy’s public television network RAI S.p.A. From 1999 to 2003 Chairman and CEO of Fiera Milano S.p.A. (of which he oversaw the listing in 2001). From 1998 to 2001 Flavio Cattaneo has been Director of many energy companies, including AEM S.p.A. (now A2A) as Deputy Chairman, in which he was in charge of the gas distribution activities as CEO of Triveneta Gas S.p.A. and Seneca Gas S.p.A. From 1989 to 1998 CEO of various Italian companies in the building and Real Estate sectors. With reference to his activities connected with industrial association, he is member of Giunta of the Industrial Association Confindustria and has been Vice President of the Industrials of the city of Rome.
In 2011 he was honored Cavaliere del Lavoro by the President of the Italian Republic. Flavio Cattaneo has been a member of Assicurazioni Generali Board of Directors since December 5, 2014.

Clemente Rebecchini

Vice-Chairman

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Clemente Rebecchini was born in Rome in 1964, he has a degree in economics (1988) and he is a chartered accountant. He has been working in Mediobanca since 1989 and currently he is central manager in charge of the Principal Investing Department. He is also director in Atlantia S.p.A., Italmobiliare SpA and chairman of the board of directors of Telco SpA. Clemente Rebecchini has been Vice-Chairman of Assicurazioni Generali since November 2013.

 

Focus on the Group Management Committee (GMC) as at 15 January 2015

Mario Greco

 Group CEO - GMC Chairman

He 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.

Alberto Minali

Group Chief Financial Officer

His mission is to monitor the financial performance of the Group, supervising activities related to capital management, tax, planning and control, debt management, treasury, M&A, investor relations and shareholdings supervision, also managing and presenting the Group financial reports.
He is also accountable as Manager in charge of the preparation of the Group's financial reports, in regards both statutory and consolidated financial statements.

Sandro Panizza

Group Chief Risk Officer

His mission is to guarantee a world class integrated risk management system through the denition of the risk strategy including risk appetite, limits and risk mitigation, and through the identification, monitoring and reporting of risks and the management of the risk model.

Carsten Schildknecht

Group Chief Operating Officer

His mission is to run the Generali operating platform to deliver operational excellence, enable distribution excellence and build the needed capabilities to drive the transformation and secure the executition of all programs and initiatives.

Nikhil Srinivasan

 Group Chief Investment Officer

His mission is to maximize the financial return from investments, given the constraint represented by the insurance liabilities prole and the Group risk appetite, also by establishing the Group investment strategies for all asset classes, supervising the implementation and correct execution and coordinating the Group investment management activities directly and indirectly through our asset management companies.

Philippe Donnet

 Country Manager Italy

His mission is to strengthen our leadership on the Italian market, building more efficient operative platforms, though integration programs, business development actions and innovation initiatives.

Eric Lombard

Country Manager France

His mission is to transform Generali France into a client-obsessed organization serving the four client clusters chosen (individuals, afuent, professional & small enterprises, commercial). The way forward is to engage the teams, to free the initiatives and to give condence to all employees.

Dietmar Meister

 Country Manager Germany

He is responsible for the management of German business which accounts to about € 18 billion premiums with approximately 14,000 employees.

Giovanni Liverani joins the GMC as from 1 January 2015 and he will become Country Manager Germany as from 1 April 2015.

Paolo Vagnone

 Group Head of Global Business Lines

His mission is to combine the strength of three leading strategic businesses (Generali Employee Benets, Global Corporate & Commercial and Europ Assistance) to offer corporate clients a full range of global insurance solutions fostering cross-selling initiatives and operational synergies and maximizing the value of the relationship with top tier brokers.

Compensation policy

We aim to attract, motivate and retain our people who – for their technical and managerial competencies and their different profiles in terms of origin, gender and experiences - represent a competitive driver for the Group.
We believe that an effective compensation policy can positively reinforce employee engagement and alignment with organizational goals consistent with our Group vision, mission and values.

OUR PILLARSMAIN CRITERIA
EQUITY AND CONSISTENCY
  • Balanced remuneration packages based on role, responsabilities, skills and abilities demonstrated;
  • Same approach across countries/regions/business and functions.
ALIGNMENT WITH CORPORATE STRATEGY
  • Structured incentive systems linked to the achievement of sustainable Group results;
  • Targets setting on an annual and multi-year basis to maintain a sustainable level of performance in terms of results and risks taken.
COMPETITIVENESS
  • Constant monitoring of our peers practices and general remuneration trends of the market;
  • Competitive total compensation in terms of levels and structure;
  • Alignment with business strategy and direction.
VALUE MERIT AND PERFORMANCE
  • Variable compensation based on performance, differentiation and selectivity;
  • Strong connection between remuneration and Group results;
  • Performance-based comprensation as a key driver of motivation, retention and alignment with organizational goals.
GOVERNANCE AND COMPLIANCE
  • Clear and transparent governance;
  • Sound guidelines on remuneration compliant with global and local regulatory requirements and in line with Group values;
  • Dialogue with institutional investors and proxy advisors.

Group governance on compensation is primarily focused on Group executives:

  • Group CEO;
  • members of the Group Management Committee (GMC);
  • office heads and managers of control functions, for whom further specifics and disposals are required, according to the regulatory requirements dedicated to those roles;
  • other roles which directly report to the Group CEO, with a significant impact on the risk and strategic profile of the Group;
  • the other members of the Global Leadership Group (GLG).

In line with the strategy, which aims to increase the international integration of the Group and the strengthening of its role at international level, the pillars of our compensation policy, coherent at a global level, are applied throughout the organization in accordance with local specificities and regulations.
In particular, we pay careful attention to the governance processes related to the members of the GLG, who is made up of the 200 most influential positions of the Group, in terms of organizational key roles, impacts on results and implementation of the strategy.