Corporate Governance and Share Ownership Report 2020
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189th year CORPORATE generali.com GOVERNANCE AND SHARE OWNERSHIP REPORT 2020 CORPORATE GOVERNANCE AND SHARE OWNERSHIP REPORT 2020 Across almost two centuries of history, Generali has consolidated its resilience and helped people build a safer future by caring for their lives and their dreams. It remained this way, even in an unprecedented year, such as 2020, and will also be in the future. The ability to offer solutions with competence and a human touch was celebrated in the Group’s first global advertising campaign, from which the images illustrating this Report are taken and which highlight the distinctive characteristics of Generali Red: empathy, passion, dynamism, proactivity. For us, these are the qualities that people look for in a brand and that add value to the lives of customers, agents, employees, investors and partners. The information in this Report reflects the situation as at 31 December 2020, unless otherwise specified. Contacts: see end of the Report *This Report is required pursuant to s. 123-bis of the Consolidated Law on Financial Intermediation and s. 144-decies of the Consob Issuers’ Regulation. 2 Assicurazioni Generali Corporate Governance and Share Ownership Report 2020 CORPORATE BODIES AS AT 10 MARCH 2021 CHAIR Gabriele Galateri di Genola VICE-CHAIRS Francesco Gaetano Caltagirone Clemente Rebecchini MANAGING DIRECTOR AND GROUP CEO Philippe Donnet DIRECTORS Romolo Bardin Paolo Di Benedetto Alberta Figari Ines Mazzilli Antonella Mei-Pochtler Diva Moriani Lorenzo Pellicioli Roberto Perotti Sabrina Pucci BOARD OF STATUTORY AUDITORS Carolyn Dittmeier (Chair) Antonia Di Bella Lorenzo Pozza Silvia Olivotto (Alternate auditor) Tazio Pavanel (Alternate auditor) SECRETARY TO THE BOARD OF DIRECTORS Giuseppe Catalano Assicurazioni Generali S.p.A. A company established in Trieste in 1831 Registered office in Trieste (Italy), piazza Duca degli Abruzzi 2 Fully paid-in share capital € 1,576,052,047 Fiscal code and Venezia Giulia Companies’ Register no. 00079760328 VAT no. 01333550323 ISIN: IT0000062072 Company entered in the Register of Italian Insurance and Reinsurance Companies Reuters: GASI.MI under no. 1.00003 Parent Company of the Generali Group, entered in the Register Bloomberg: G IM of Italian Insurance Groups under no. 026 Certified email address: [email protected] Contacts: see end of the Report Comments and opinion on the Report can be sent to [email protected] 3 TABLE OF CONTENTS LETTER OF THE CHAIR OF THE CORPORATE CORPORATE GOVERNANCE PLAYERS ..............................................49 GOVERNANCE, SOCIAL AND ENVIRONMENTAL BOARD OF DIRECTORS ............................................................. 50 SUSTAINABILITY COMMITTEE ...................................................... 4 CHAIR ..................................................................................... 68 INTEGRATED OVERVIEW OF OUR REPORTS .................................. 6 VICE-CHAIRS ........................................................................... 69 INFORMATION ON THIS REPORT .................................................. 7 MANAGING DIRECTOR AND GROUP CEO .................................... 69 EXECUTIVE SUMMARY .......................................................................9 THE SIX BOARD COMMITTEES .................................................. 69 GROUP HIGHLIGHTS ................................................................. 10 BOARD OF STATUTORY AUDITORS ............................................. 86 TOTAL SHAREHOLDER RETURN (TSR) ........................................ 10 EXTERNAL AUDITORS’ FIRM ...................................................... 92 SHARE OWNERSHIP ................................................................. 11 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM ................95 OUR CORPORATE GOVERNANCE ............................................... 12 GENERALI’S INTERNAL MODEL ................................................. 96 FOCUS ON THE BOARD OF DIRECTORS ..................................... 13 THE SYSTEM ........................................................................... 96 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM .................................................................................. 16 ROLES AND RESPONSIBILITIES ................................................. 97 REMUNERATION POLICY ........................................................... 17 MAIN CHARACTERISTICS OF THE INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM AS REGARDS THE GENERALI 2021 STRATEGY ................................................ 18 RELIABILITY OF INFORMATION SUPPLIED TO CONSTANT COMMITMENT TO SUSTAINABILITY .......................... 20 THE COMPANY’S GOVERNING BODIES AND THE MARKET ...........104 OUR RULES FOR CORRECT OPERATION ..................................... 21 INTERNAL DEALING REGULATIONS ...........................................108 OUR GOVERNANCE ...........................................................................23 RELATED-PARTY TRANSACTION PROCEDURES ..........................109 SIGNIFICANT GOVERNANCE EVENTS IN 2020 ORGANISATIONAL AND MANAGEMENT MODEL AND THE EARLY MONTHS OF 2021 ........................................... 24 (OMM) AND SURVEILLANCE BODY (SB) .....................................110 GENERALI’S CORPORATE GOVERNANCE SYSTEM ....................... 26 TABLES .......................................................................................113 THE COMPANY’S ORGANISATION .............................................. 28 TABLE 1 SIGNIFICANT SHAREHOLDINGS IN THE COMPANY CAPITAL ........113 SHAREHOLDERS AND INVESTORS ...................................................37 TABLE 2 SHARE OWNERSHIP ................................................................. 38 BOARD OF DIRECTORS AND BOARD COMMITTEES IN 2020 .................................................................................114 GENERAL MEETING .................................................................. 42 TABLE 3 RELATIONS WITH INSTITUTIONAL INVESTORS BOARD OF STATUTORY AUDITORS IN 2020 ...............................115 AND OTHER SHAREHOLDERS- CONTACTS ................................. 44 GLOSSARY AND ACRONYMS .......................................................116 THE CORPORATE WEBSITE WWW.GENERALI.COM ...................... 46 CONTACTS ..................................................................................120 Cross-reference to a section of the Report or to other AG reports Cross-reference to the www.generali.com website for the searchable html version of the Report 4 Assicurazioni Generali Corporate Governance and Share Ownership Report 2020 LETTER OF THE CHAIR OF THE CORPORATE GOVERNANCE,SOCIAL AND ENVIRONMENTAL SUSTAINABILITY COMMITTEE Dear Shareholder, The year 2020 is one we will all remember for a long time, a year different from any other, a year that will go down as a new chapter in the history and economics textbooks under the title of first global pandemic of the twenty-first century. The impact of this event on people, households, communities and entire nations has been a generalised economic and material squeeze, restrictions on travel and movement implemented for the good of all, economic degrowth and shrinkage of the connections built by the process of globalisation. Every one of us, even if not personally affected by the pandemic, has gone through experiences of varying degrees of difficulty in connection with the pain that Covid-19 has brought. Many of us have suffered and continue to suffer the economic impact of the crisis. In this context of personal and economic emergency, insurers have proven their key importance for society, capable not only of bearing up under the blow of the pandemic, but of conveying a sense of trust and strength to people and to our entire social and economic system, allowing us all to lay the foundations for recovery. Insurance has turned out to be more essential than ever, to protect not only people but enterprises; and, as in Generali’s case, the strategic far-sightedness of the Company’s way of doing business, of being a life-long partner for its clients, has been a key factor, and will continue to be so even after the end of the pandemic and of this global crisis. For a company like Generali, which is preparing to celebrate its 190th birthday, generating value that is sustainable in the long term means thinking of the future, beyond the timespan of one single strategic plan, with a vision oriented toward generations to come and what we will be handing down to them: our economy, social development and, now more than ever, our planet. Adopting a sustainable approach to business is not just something that is “nice to have” but, as the pandemic has proven, something essential, even in the world of production. To Generali, it has meant being at its customers’ side, without ever interrupting its services, putting everyone’s health and safety first, with the help of remote working and the new digital platforms. The establishment of an International Extraordinary Fund with more than 100 million Euro set aside for the Covid-19 emergency offers yet another example of how the Company and the people of which it consists have supported the communities we work in. Generali does not see sustainability as a chapter in our annual report, but as a vision of an approach that starts with governance, implemented by our Shareholders and our Board of Directors, integrated into all our decisions and all aspects of the way we do business, including our reporting model.