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          Board evaluation

          Board evaluation

          Since 2011 Directors have been performing annually an evaluation of the functioning of the Board and its committees, as well as of their size and composition.

          The evaluation process is conducted with the support of a main advisor, chosen by the Board after consulting the Corporate Governance, social and environmental Sustainability Committee, also using questionnaires, personal meetings and/or interviews.

          The results of the evaluation for the fiscal year 2019 have been examined by the Board, after consulting the Corporate Governance, social and environmental Sustainability Committee, and have brought out some strength points (see table) and some areas for improvement. Compared to last year, the areas of excellence that emerged in the analisys have increased significantly.

          AREA

          FOCUS
          Size, composition
          and competences of
          the Board of Directors
          Adequacy of size of Board of Directors
          Appropriate ratio between executive and non-executive directors (1:12) and between independent and non-independent directors (8:5)
          Appreciation of mix of skills and experience in the board
          Appreciation for the consistency of the Board composition with the guidance opinion for shareholders
          Adequacy of appointment processes and selection criteria for the Board, following the guidance opinion for shareholders
          Organisational
          structure
          Adequacy of governance structure of the governing bodies
          Adequacy of number and type of external positions held by directors, guaranteeing sufficient time for performance of role
          Operation and training of directors General satisfaction with training for the Board, and appreciation for the induction process for the new directors, even if with some improvement possibilities
          Adequacy of the number of Board meetings and of their lenght
          Appreciation of substantial independence and judgement of directors
          Efficiency and efficacy of decision-making process, given the substantial key role of the Board
          Adequacy of the information flow, both with regard to content and to the timing of transmission to the directors
          Satisfaction with the active attendance of directors to the Board meetings
          Efficacy of minute-taking at board meetings
          Satisfaction with the management of price sensitive information and non financial information in the Board of Directors
          Role of Chair and Group CEO Appreciation of Chair’s role and leadership style at meetings
          Recognition of constructive and balanced relationship between Chair and Group CEO
          Adequacy of division of powers between Board of Directors and Group CEO, in balancing strategic and management functions
          Appreciation of top management as competitive element and key asset for the Company
          Growing satisfaction with proactive approach of Group CEO in providing overviews and analyses of insurance business
          Appreciation of quality and continuity of the relationship between Board and Group CEO
          Board of Statutory
          Auditors
          Satisfaction with Board of Statutory Auditors’ control activities, for its relationship with the Board and appreciation of authoritativeness of chair

          Among the areas for improvement, a minority of the Directors identified the advisability to: 

          • strengthen skills in the field of social and environmental sustainability;
          • raise the international component on the board;
          • strengthen IT areas, digitization and cyber security: on this aspect, the Board has already initiated a process for the acquisition of more detailed information from the management, also through dedicated induction sessions;
          • improve information flows regarding human resources issues;
          • intensify the benchmarking activity on relevant themes in the market trends.
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