The next board of Generali will have to have no more than 15 members (today there are 13) with a “clearly majority component of independents”, which today are 60%, “ensuring a structure based on the role of the internal board committees in terms of preliminary investigation and proactive “.
This is what is indicated in the (non-binding) orientation opinion formulated by the board of directors in office of the Leone to be submitted – as usual – to the shareholders in view of the renewal that will be voted on by the shareholders’ meeting at the end of April. Indicate the following skills in at least some directors as relevant “as a priority”: skills in the digital sector, cyber security and IT, as well as skills from an international perspective acquired in reference markets other than those of Generali.
The CEO must have “consolidated professional competence” in the sectors in which Generali operates, preferably gained as CEO in international groups comparable to the Lionleadership in relations with stakeholders, strategic vision and sensitivity on technological innovation and sustainability and the ability to dialogue with shareholders.
As regards the number of members, “in the self-assessment process carried out at the end of the three-year term of office, the orientation of the majority of directors emerged to confirm the current number of members: in order, however, to take into account the need ‘to strengthen the already consolidated presence on the board with further managerial and technical skills which will be discussed later, it is believed that the number can be increased without exceeding 15 members “. As regards the composition, “a significant component of independents” is recommended: “the number and skills of non-executive directors are such as to ensure that they have a significant impact on board decisions and to guarantee effective management monitoring”, is adds. Furthermore, “the mix of skills of the board should be well balanced and strengthened by the knowledge of the business, considering its complexity and the need to complete the strategic development path initiated by the current board with the approval of the plan 2022-24 “.
In addition, “the distribution of the seniority of the directors should be ensured, evaluating the opportunity to maintain the presence of some directors currently in office, in view of the implementation of the 2022-24 strategic plan, and at the same time confirming the value deriving from the diversification of personal data of the directors and the benefits of a necessary alternation “.
It should also be noted that “the outcomes of the self-assessment and engagement process of shareholders, institutional investors and proxy advisors has shown the need to strengthen the already consolidated presence in the board with international experience and managerial and technical skills in sectors of ‘digital’, information technology and cyber security, also in light of the challenges that await the group on these issues. The attention of stakeholders to ESG issues, with the objectives declared by Generali on the pursuit of the goal of success sustainable, however, suggests a further strengthening of the skills currently present in the board also in that perspective “.
Finally, the figure of the president, an independent director, who must have “authority and experience on the boards of directors of listed and complex companies; in-depth specific knowledge of corporate governance in contexts that are comparable in size and complexity; consolidated reputation on the Italian market and international; knowledge of the businesses in which the Generali group operates; leadership and balance to ensure the proper functioning of the board, favoring internal dialogue, relying on the ability to listen, to mediate, to synthesize and communicate and on independence of thought that accredits him to the board in a super partes role “.
Today the board “expresses the presence, directly or through its representatives, of some of the most important exponents of the shareholder base, entrepreneurs operating in diversified economic sectors, managers of important Italian and foreign companies, university professors in economic and financial matters and exponents of the world of professions, we still read in the opinion of the board.
More specifically, at present: 80% of the members have experience in the insurance, financial and accounting sectors, specific knowledge of the regulatory context and regulatory requirements and experience in the managerial field; 50% have experience as director in high market capitalization issuers; 20% have academic skills; 10% have consolidated experience in the entrepreneurial field.
According to the board of Generali, “the level of experience and professional skills found in the composition of the board currently in office appears adequate with respect to the strategy and activity of the company and the Generali group: the continuity of some of its components appears, therefore, also useful for the commitment required for the implementation of the new strategic plan, approved during this mandate “.
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