Cattolica is a cooperative with a traditional governance system, characterised by two bodies appointed by the General Meeting: the Board of Directors and the Board of Statutory Auditors.
Over the course of 2017, the Board of Directors began reflecting seriously on the matter of Corporate Governance, considered an essential aspect for the Company’s future evolution, in light also of the strategic development and transformation project outlined in the new Business Plan. The new corporate governance structure, in line with international best practices, was approved by the General Meeting of 28 April 2018 and then authorised by the Institute for the Supervision of Private Insurance Companies.
The most significant elements of the new governance system include the:
- adoption of the one-tier system and reduction in the total number of directors to 17 (currently 18 board members and 5 effective statutory auditors), also considering that the functions of the new BOD will include those of the Board of Statutory Auditors;
- abolition of the Executive Committee;
- suppression of the territorial representation requirement for the Board Members;
- confirmation of the threshold of share ownership for the admittance to the status of Member for individuals (0.5%), and raising of the threshold for legal entities (5%), extended also to collective entities and to collective investment undertakings (CIUs). Exceeding such limit does not prevent the holding of additional shares, without losing the status of Member. The administrative rights can be exercised only within the limit of the indicated thresholds;
- adoption of a new representation method for the BOD, with the inclusion of directors appointed through a capital vote: 1 or 2 Board Members will be appointed from the list that came first on the basis of the capital ownership percentage – different from the Majority List, that came first on the basis of the per capita voting system (one-man-one-vote), and possibly from the Minority List too, always on the basis of the same voting system – if the list has obtained votes corresponding to 10% or 15% of the share capital, irrespective of the number of Members that voted for such list.
The new one-tier governance system will be fully operative starting from the next General Meeting, even if several provisions related to its implementation will have already taken effect by the date said Meeting is convened, for the purposes of the preliminary requirements envisaged by the law and by these Articles, which are used to renew the Board of Directors.
The role and operation of the Cattolica Assicurazioni corporate bodies is described in detail in the Corporate Governance and Ownership Structure Report.
The composition of the Board of Directors and Board of Statutory Auditors in office is given below.
Board of Directors
The Company’s administrative body is currently formed of 18 directors, who are appointed from amongst the Members by the General Meeting using short lists. It holds the fullest powers of ordinary and extraordinary management of the Company, within the normative and statutory limits provided. In particular, the administrative body is responsible for approving the Company’s strategic, business and financial plans and transactions of great economic and financial importance, allocating profits, appointing General Managers and Internal Board Committees, and defining the related powers and functions.
The administrative body in office expires with the General Meeting called to approve the Annual Financial Statements as at 31 December 2018.
| || |
First Vice Chairman
Chief Executive Officer
(*)Directors whose names are flagged with an asterisk form Executive Commitee
Board of Statutory Auditors
The Board of Statutory Auditors is currently formed of 5 Statutory Auditors and 2 Substitute Auditors, who are appointed from amongst the Members by the General Meeting using short lists. It is tasked with overseeing the management and compliance of the actions undertaken by the Company with regard to existing laws and the Articles of Association.
The Board of Statutory Auditors in office expires with the General Meeting called to approve the Annual Financial Statements as at 31 December 2017. As part of the statutory changes decided by the Extraordinary General Meeting of 22 April 2017, it is also envisaged that the Board of Statutory Auditors next appointed shall be formed of 3 Statutory Auditors and 2 Substitute Auditors.
|Standing Statutory Auditors||Federica Bonato|
|Substitute Statutory Auditors||Massimo Babbi|
|Carlo Alberto Murari|