Sustainability Report 2012 - Generali Versicherung AG

Sustainability Report 2012 - Generali Versicherung AG Sustainability Report 2012 - Generali Versicherung AG

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CORPORATE BODIESBoard ofStatutoryAuditorsEugenio ColucciCHAIRMANBoard ofDirectorsGabriele Galateri di GenolaCHAIRMANEXECUTIVENON EXECUTIVEINDEPENDENT *R.C.C.R.C.A.C.G.C.I.C.Gaetano TerrinPERMANENT AUDITORGiuseppe Alessio VerniPERMANENT AUDITORMaurizio DattiloSUBSTITUTEVincent BolloréVICE-CHAIRMANFrancesco Gaetano CaltagironeVICE-CHAIRMANFrancesco FallacaraSUBSTITUTEMario GrecoGROUP CEOOrnella BarraBOARD MEMBERAlberta FigariBOARD MEMBERLorenzo PellicioliBOARD MEMBERAcronym legendR.C.C.RISK AND CONTROL COMMITTEER.C.REMUNERATION COMMITTEEA.C.G.C.APPOINTMENTS AND CORPORATEGOVERNANCE COMMITTEEI.C.INVESTMENTS COMMITTEESabrina PucciBOARD MEMBERClemente RebecchiniBOARD MEMBERPaola SapienzaBOARD MEMBERPaolo ScaroniBOARD MEMBER* independence criterion as envisaged in the Art. 3.C.1. of the Self-regulatory Code of listed companiesThe composition of the new Board of Directors complieswith the gender quota envisaged by regulations in force(known as the Golfo-Mosca Law): the number of womenon the Board has increased to four, and women nowrepresent 36.4% of the Board, much higher than therequired minimum.The model Generali has selected requires a clearseparation between the functions of the Chairman of theBoard of Directors and those of the Managing Director.The Chairman has the power of legal representation ofthe Company and does not hold an operational role, ashe is not assigned further powers in addition to those setforth in the Articles of Association.In line with the provisions of the Articles of Association,the Board of Directors has appointed a ManagingLaw no. 120 of 12 July 2011 (known as theGolfo-Mosca Law) introduced the gender quotasfor the composition of the Boards of Directors andBoards of Statutory Auditors of listed companiesin Italy, as they have been in other European legalsystems. With a view to substantive equality,aiming at promoting a balance between the gendersand, at the same time, favouring the access of theless represented gender to corporate positions,the Law requires that the corporate bodies of listedcompanies ending their terms of office from 12August 2012 reserve a quota of at least one-fifthof the bodies’ members to the less-representedgender. Starting from the second time thecorporate bodies are reformed, the number ofwomen must equal at least one-third. Sanctionsare envisaged for listed companies which do notcomply with this law.28 | Assicurazioni Generali - Sustainability Report 2012

Director, who has been assigned the role of GroupChief Executive Officer (CEO), as he is also the GeneralManager. The Group CEO is the main person in charge ofCompany management. In this position, the Group CEOhas the power of steering and operational managementof the Company and the Group, in Italy and abroad, withthe powers of ordinary administration, in line with thegeneral planning and strategies determined by the Boardof Directors, within the amount limits resolved, withoutprejudice to the powers assigned by law or the Articlesof Association exclusively to other Company bodies orotherwise delegated by the Board of Directors.In 2012 the Group Management Committee (GMC) wasestablished, introducing a team approach to internationalmanagement of the business, with the goal of ensuringgreater alignment on strategic priorities among Groupbusiness units and a more effective, shared decisionmakingprocess. In addition to the Group CEO, MarioGreco, and the Group Chief Insurance Officer (CIO),Sergio Balbinot, who is his Deputy, the GMC is composedof the managers of the three main markets (Italy, Franceand Germany), of the global business lines and of thesteering and control functions of the Head Office (GroupChief Operations Officer, Group Chief Financial Officer,Group Chief Investment Officer and Group Chief RiskOfficer).In order to increase the efficiency and effectiveness ofits work, the new Board of Directors is supported bythe following advisory Committees: Risk and ControlCommittee, that also deals with environmental andsocial matters involving the Company and the Group- meetings of which the Group CFO is systematicallyinvited to attend - and under which the Sub Committee forRelated Party Transactions was formed; RemunerationCommittee; Appointments and Corporate GovernanceCommittee; and Investments Committee.All of the above committees have primarily consulting,recommendation and preparatory functions.For more information, consult the CorporateGovernance and Share Ownership Report2012, available on thewebsite www.generali.com/GovernanceFor details and updates on CorporateGovernance, see the websitewww.generali.com/GovernanceSustainability development bodiesTo ensure that, in addition to economic considerations,social and environmental matters linked with thebusiness are also taken into account, specific bodies anddepartments have been established within the GroupHead Office.Group-level responsibility for sustainability is assignedto the Group CEO, who is responsible for theimplementation of the strategies and policies defined bythe Parent Company’s Board of Directors, which is alsoresponsible for setting Group sustainability objectivesand commitments as well as assessing the related risks,opportunities and areas for improvement.The Sustainability Committee is the implementingbody which is responsible for the achievement ofGroup-wide sustainability objectives and for analysing theinformation on social issues resulting from monitoring.It is composed of Group representatives of the companyfunctions with the most involvement in implementingsocial and environmental policies and the Country andArea CSR Officers.There is also an organisational structure dedicated to themanagement of environmental subjects, specifically setup by the EMS Review Committee and the EnvironmentalManagement System (EMS) Committee, described ingreater detail in the chapter Environment and ClimateChange, section Environmental Policy and EnvironmentalManagement System.Operational governance bodies known as CSRCommittees are active at national level to improve theorganisation and coordination of social and environmentalactivities. These Committees interface, on the one hand,with the Sustainability Committee, to ensure coordinationof initiatives and to encourage the transfer of local bestpractices to an international level and, on the other,with the local Group companies, with a view to dulyimplementing the decisions taken by the Head Office.The CSR Committees are chaired by a member of thelocal Top Management and involve the Corporate SocialResponsibility Officer and the managers of the companydepartments most involved in the implementation ofsocial and environmental policies.The coordination of all activities concerning sustainability,both within the Group and with regards to the market, lieswith the Corporate Social Responsibility unit, reportingdirectly to the Group CEO.the group | 29

Director, who has been assigned the role of GroupChief Executive Officer (CEO), as he is also the GeneralManager. The Group CEO is the main person in charge ofCompany management. In this position, the Group CEOhas the power of steering and operational managementof the Company and the Group, in Italy and abroad, withthe powers of ordinary administration, in line with thegeneral planning and strategies determined by the Boardof Directors, within the amount limits resolved, withoutprejudice to the powers assigned by law or the Articlesof Association exclusively to other Company bodies orotherwise delegated by the Board of Directors.In <strong>2012</strong> the Group Management Committee (GMC) wasestablished, introducing a team approach to internationalmanagement of the business, with the goal of ensuringgreater alignment on strategic priorities among Groupbusiness units and a more effective, shared decisionmakingprocess. In addition to the Group CEO, MarioGreco, and the Group Chief Insurance Officer (CIO),Sergio Balbinot, who is his Deputy, the GMC is composedof the managers of the three main markets (Italy, Franceand Germany), of the global business lines and of thesteering and control functions of the Head Office (GroupChief Operations Officer, Group Chief Financial Officer,Group Chief Investment Officer and Group Chief RiskOfficer).In order to increase the efficiency and effectiveness ofits work, the new Board of Directors is supported bythe following advisory Committees: Risk and ControlCommittee, that also deals with environmental andsocial matters involving the Company and the Group- meetings of which the Group CFO is systematicallyinvited to attend - and under which the Sub Committee forRelated Party Transactions was formed; RemunerationCommittee; Appointments and Corporate GovernanceCommittee; and Investments Committee.All of the above committees have primarily consulting,recommendation and preparatory functions.For more information, consult the CorporateGovernance and Share Ownership <strong>Report</strong><strong>2012</strong>, available on thewebsite www.generali.com/GovernanceFor details and updates on CorporateGovernance, see the websitewww.generali.com/Governance<strong>Sustainability</strong> development bodiesTo ensure that, in addition to economic considerations,social and environmental matters linked with thebusiness are also taken into account, specific bodies anddepartments have been established within the GroupHead Office.Group-level responsibility for sustainability is assignedto the Group CEO, who is responsible for theimplementation of the strategies and policies defined bythe Parent Company’s Board of Directors, which is alsoresponsible for setting Group sustainability objectivesand commitments as well as assessing the related risks,opportunities and areas for improvement.The <strong>Sustainability</strong> Committee is the implementingbody which is responsible for the achievement ofGroup-wide sustainability objectives and for analysing theinformation on social issues resulting from monitoring.It is composed of Group representatives of the companyfunctions with the most involvement in implementingsocial and environmental policies and the Country andArea CSR Officers.There is also an organisational structure dedicated to themanagement of environmental subjects, specifically setup by the EMS Review Committee and the EnvironmentalManagement System (EMS) Committee, described ingreater detail in the chapter Environment and ClimateChange, section Environmental Policy and EnvironmentalManagement System.Operational governance bodies known as CSRCommittees are active at national level to improve theorganisation and coordination of social and environmentalactivities. These Committees interface, on the one hand,with the <strong>Sustainability</strong> Committee, to ensure coordinationof initiatives and to encourage the transfer of local bestpractices to an international level and, on the other,with the local Group companies, with a view to dulyimplementing the decisions taken by the Head Office.The CSR Committees are chaired by a member of thelocal Top Management and involve the Corporate SocialResponsibility Officer and the managers of the companydepartments most involved in the implementation ofsocial and environmental policies.The coordination of all activities concerning sustainability,both within the Group and with regards to the market, lieswith the Corporate Social Responsibility unit, reportingdirectly to the Group CEO.the group | 29

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