Banca Generali

Banca Generali

Institutional Member
Real name: 
Institutional Member
General Counsel and Corporate Secretary
Banca Generali S.p.A.

Domenica Lista is the General Counsel and Corporate Secretary at Banca Generali S.p.A.


Banca Generali has been listed on the Milan Stock Exchange since November 2006 and is controlled by Assicurazioni Generali, synonymous with reliability and security for over 180 years.


Corporate governance system

Banca Generali's corporate governance system is based on some key elements, such as the central role of the Board of Directors, the role of Top Management, the management of conflicts of interests, transparency in the communication of company management choices and the efficiency of the internal control system. Banca Generali also adheres to the Corporate Governance Code for listed companies of Borsa Italiana.

The organizational structure of the Company is set according to the traditional governance model. This system is based on an administrative body (the Board of Directors) appointed by the Shareholders' Meeting, which is responsible for the management of the company, and on the Board of Statutory Auditors, to which management control is entrusted.

The Board of Directors is the body responsible for managing the company. The Board of Directors is appointed by the Shareholders' Meeting for a maximum period of three financial years. Among its members, elect a President and possibly a Vice President; he may appoint an Executive Committee and one or more Managing Directors and determine their compensation and duties. Currently Banca Generali does not have an Executive Committee.

The Board of Directors has appointed three Committees:

  • The Remuneration Committee performs advisory and proposal functions. In particular, it expresses opinions and formulates non-binding proposals to the Board of Directors regarding the economic treatment of the Chief Executive Officer and the General Manager. In addition, it periodically evaluates the criteria adopted for the remuneration of managers with strategic responsibilities.
  • The Control and Risk Committee , which also has an advisory and proactive role, assists the Board of Directors in determining the guidelines for the internal control and risk management system, in periodically verifying its adequacy with respect to the characteristics of the bank and the risk profile assumed and its effective functioning, also ensuring that the main business risks (credit, financial and operational) are identified, adequately measured, managed and monitored, determining the degree of compatibility with a business management consistent with the strategic objectives identified , in connection with the designated company functions.
  • The Appointments Committee is responsible for proposing and supporting the Board of Directors with regard to appointments. In particular, it carries out preliminary investigations in defining succession plans for senior figures, expresses a qualitative judgment on the activities carried out by the members of the General Management, expresses opinions and proposals to the Board of Directors, with particular regard to co-optation independent directors, supports the Board of Directors in the periodic self-assessment process and provides support on the preventive identification of the qualitative and quantitative composition of the Board and the theoretical professional profile of the candidates for the position of Director.

The Assembly of members is the organ that expresses the social will. The resolutions bind all members, including those absent and dissenting.

The Board of Statutory Auditors , appointed by the Shareholders' Meeting for a period of three financial years, oversees compliance with the law and the by-laws, the adequacy of the company's organizational structure, the internal control system and the administrative-accounting system, as well as reliability of the latter to correctly represent the management facts. It does not have the function of accounting control, which instead belongs to an Audit Company.

The Audit Firm is the body external to the company to which the accounting control is assigned. It is required to ascertain, during the financial year, the regular keeping of the company accounts and the actual correspondence of the data shown in the financial statements and the consolidated financial statements, as well as the compliance of the accounting documents with the regulations that govern them.

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Codes adopted