Banca Generali's corporate governance system is based on certain key elements, such as the central role of the board of directors and of the top management, the proper management of conflicts of interest, transparency in the disclosure of corporate decisions and an efficient internal controls system. In addition, Banca Generali has signed up to the Italian stock exchange's corporate governance code.
The company's organisational structure uses the classical model of corporate governance. This system is based on an administrative body (the board of directors), appointed by the shareholder's meeting to look after the running of the business, as well as on the statutory audit committee, which is tasked with checking on the company's management.
Responsibility for company management lies solely with the board of directors. The board of directors is appointed by the shareholder's meeting, for a term of up to three years. From its members, the board elects a chairman and may appoint a deputy chairman, an executive committee and one or more chief executive officers. The board determines powers and remuneration of its members. At present, the company has no executive committee.
The board has appointed two committees:
- the remuneration committee expresses opinions and makes proposals. In particular, it expresses opinions and submits non-binding proposals to the board regarding the remuneration packages of the chief executive officer and general manager and periodically assesses the policies used to determine the remuneration packages of company executives with strategic responsibilities
- the audit committee also plays a consultative and recommendatory role and is tasked with assisting the board of directors in laying down guidelines for the internal control system; it expresses an opinion on the appropriateness of the internal control system and monitors the proper and uniform application of accounting policies within all group companies. The committee also issues an opinion on the timetable of operations submitted by the external auditors and monitors the effectiveness of the auditing process
The shareholder's meeting passes resolutions expressing the intentions of the company. Its resolutions are binding on all the company's shareholders, including those abstaining or dissenting.
The board of statutory auditors, appointed by the shareholder's meeting for a term of three years, is tasked with overseeing compliance with statutory requirements and the articles of association, the appropriateness of the company's organizational structure, its system of internal controls, administration and auditing as well as making sure the auditing process correctly represents day-to-day business. It is not responsible for auditing the company's accounts, a task entrusted to an independent auditing company.
The external auditors, who perform a check from outside the company, are required to monitor the proper bookkeeping of the company's accounts, during the course of the financial year, and to ensure that the company's books faithfully reflect management trends. The external auditors are also in charge of checking that the figures carried in the annual and consolidated financial statements present a true and fair account of the company's books and that all accounting documents are compliant with applicable regulations.