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Expert Corporate Governance Service (ECGS)
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Assicurazioni Generali - AGM 30 April 2019

The ECGS partners Proxinvest and Frontis Governance provide voting advice to Generali Investments. It is important to note that these partners do not provide consulting services to Generali Group. Voting advice is provided primarily as a source of information at general meetings.

In item 4 (EGM), the Board proposes to eliminate the age limits for the Board members (70 years for the Chairperson, 65 for the CEO and 77 for other Directors). Although their elimination would allow higher flexibility in the definition of the Board composition, we believe that the application of age limits may help Board succession planning and rotation of Directors. In our opinion, measures aimed at reducing the possibility for entrenchment of Directors (such as age or tenure limits) would be particularly appropriate in countries, such as Italy, where Directors are appointed on slate of nominees and the shareholders' vote does not have a real impact on the definition of the Board composition. Therefore, we recommend opposition.

In item 8, the AGM is called to appoint the members of the Board of Directors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of the share capital. Taking into account the independence, professional background and aggregate time commitments of nominees, we recommend that shareholders support the slate submitted by a group of institutional investors (sub-item 8.2), which is made up of 2 strictly independent nominee Directors.

In item 12, shareholders are called to a binding vote on the remuneration policy. In our opinion, the overall remuneration policy is adequately structured to align the interests of the executives and shareholders in the long term, but we have concerns over the very high CEO's variable remuneration, which may amount up to 519% of his base salary on an average annual basis, including two performance share plans and a cash bonus capped at 200% of the base salary, exceeding our voting policy limits. Hence, we recommend opposition.

Underlying
Generali

Assicurazioni Generali is the parent company for The Generali Group (the Group), an insurance and financial services provider. The commercial offer is composed of savings and pure risks policies, which constitute the majority of the portfolio, which includes protection and pension funds. In the non-life sector the Group is focused primarily on the retail market. In addition, through the Europ Assistance Group, Co. is engaged in services in motor, travel, health, home and family. The Group has also expanded its business from insurance to a range of asset management, property and financial services.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
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Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

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Expert Corporate Governance Service (ECGS)

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