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.