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.

stakeholders

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 and retail shareholders. This intense relationship activity is also substantiated in a specific cycle of meetings with institutional investors and proxy agencies, focusing on issues of corporate governance, remuneration and sustainability which are relevant to the financial community. A constructive dialogue also occurs during the course of the annual Shareholders' Meeting which serves as one of the primary opportunities for communication between shareholders and top management of the Company. Overall participation in the 2017 Shareholders' Meeting grew both in terms of representation of share capital and in terms of the presence of institutional investors.

Share capital represented in the Shareholders' Meeting
46.87% in 2016
52.34% in 2017
Share capital represented by institutional investors in the Shareholders' Meeting
21.02% in 2016
€ 26.18% in 2017

The Board of Directors has structured its 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 mission, 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.

Governance Governance

Focus on the Board of Directors

in office until the 2019 annual Shareholders’ Meeting

Gabriele Galateri di Genola

Chairman
Chairman of the Governance and Sustainability Committee 
Investments and Strategic Operations Committee
Nationality: Italian
Age: 70
Professional background: Manager
In office since 8 April 2011

Francesco Gaetano Caltagirone

Deputy Vice-Chairman
Appointments and Remunerations Committee
Investments and Strategic Operations Committee
Nationality: Italian
Age: 74
Professional background: Entrepreneur
In office since 28 April 2007
Vice-Chairman since 30 April 2010

Clemente Rebecchini

Vice-Chairman
Risk and Control Committee
Investments and Strategic Operations Committee
Nationality: Italian
Age: 53
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
Chairman of the Investments and Strategic Operations Committee
Nationality: French
Age: 57
Professional background: Manager
In office since 14 March 2016

Romolo Bardin

Director
Independent (as defined in the listed companies' Corporate Governance Code)
Risk and Control Committee
Related Party Transactions Committee
Nationality: Italian
Age: 39
Professional background: Manager
In office since 28 April 2016

Ornella Barra

Director
Independent (as defined in the listed companies' Corporate Governance Code)
Chairman of the Appointments and Remunerations Committee
Nationality: Monegasque
Age: 64
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
Nationality: Italian
Age: 70
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
Nationality: Italian
Age: 53
Professional background: Laywer
In office since 30 April 2013

Diva Moriani

Director
Independent (as defined in the listed companies' Corporate Governance Code)
Appointments and Remunerations Committee
Related Party Transactions Committee
Nationality: Italian
Age: 49
Professional background: Manager
In office since 28 April 2016

Lorenzo Pellicioli

Director
Appointments and Remunerations Committee
Investments and Strategic Operations Committee
Nationality: Italian
Age: 66
Professional background: Manager
In office since 28 April 2007

Roberto Perotti

Director
Independent (as defined in the listed companies' Corporate Governance Code)
Risk and Control Committee
Related Party Transactions Committee
Nationality: Italian
Age: 56
Professional background: Professor
In office since 28 April 2016, elected from the minotiry slate

Sabrina Pucci

Director
Independent (as defined in the listed companies' Corporate Governance Code)
Appointments and Remunerations Committee
Risk and Control Committee
Nationality: Italian
Age: 50
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
Nationality: Italian
Age: 52
Professional background: Professor
In office since 30 April 2010, elected from the minority slate

highlights cda

Focus on the Board of Statutory Auditors

in office until 2020 annual Shareholders’ Meeting

Carolyn Dittmeier

Chairwoman
Nationality: Italian and American
Age: 61
In office since 30 April 2014

Antonia Di Bella

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

Lorenzo Pozza

Auditor
Nationality: Italian
Age: 51
In office since 30 April 2014

Silvia Olivotto

Substitude auditor
Nationality: Italian
Age: 67
In office since 30 April 2014

Francesco Di Carlo

Substitute auditor
Nationality: Italian
Age: 48
In office since 30 April 2014

Corporate Governance and Share Ownership Report 2017, p. 72
for additional information on the diversity of administration, management and control bodies