Cattolica Assicurazioni is preparing to submit to the shareholders' meeting some statutory changes. It was decided by the Board of Directors on Friday 20 March which approved, with the favorable vote of all those present and only one vote against, some amendments to the current Articles of Association. The intervention is decided in the context of the constant attention of the company bodies, explains a note, to the evolution of the governance profiles and to the best practices of the sector and concerns some significant adjustment points concerning, in particular, the subjective composition and the functioning of the administrative body.
"It should be remembered - writes the Veronese insurance company - that for many years the company has launched a constant reform of its by-laws and in 2018 made significant updates in its governance, with the adoption of the one-tier administration and control system. In summary, the proposed reforms include:
- the reduction of the number of Directors from 17 to 15;
- the possibility that the Chief Executive Officer may not have the status of Shareholder;
- the introduction of criteria (gender, experience and professionalism as well as personal data) to ensure a more articulated and transparent diversity in the composition of the Board and also a balanced, prospective professional and generational turnover;
- the specification of the independence requirement, identifying certain situations that could affect the assessment of the existence of the requirement, in particular a temporally significant seniority in office;
- the introduction of a time limit of three continuous terms for eligibility for the special positions of President and Vice President;
- a more precise configuration of the functions of the Chief Executive Officer and of the intra-board information flows;
- a partial revision of the discipline and functioning of the internal board committees, consistent with best practices and with Cattolica's experience.
The proposed statutory amendments, if approved by the assembly, may be registered in the Company Register, and therefore become effective, only after approval by IVASS, pursuant to art. 196 of Legislative Decree no. 209/2005 and related implementing regulatory provisions and will be operational according to the transitional clause formulated which, with the exception of the modification concerning the subjective position of the Chief Executive Officer, provides for its application with the first renewal of the corporate bodies.
Lastly, the Board gave a mandate to the President for the appropriate discussions with IVASS, preliminary to the meeting formalities, it being understood that at present it is not possible to predict the date for convening the Shareholders' Meeting given the well-known health and social situation.
