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The Solvency II, Directive 2009/138/EC with regard to insurance and reinsurance activities, is the new regulatory framework for the European insurance industry based on a more dynamic risk-based approach. The Solvency II Directive has been conceived with the aim of exceeding the limits of the minimum capital requirement scheme proposed by Solvency I Directive, in order to achieve a quantitative and qualitative measure of the risks arising from the insurance business and to improve its performance and operating efficiency. The process of transposing the Solvency II Directive into the legislation of the 28 Member States of the European Union has followed a long and complex path, which is still being completed. The transposition developed in parallel with a general review process of the architecture of the European financial regulation that has led to the new regulatory mechanism resulting from the De Larosieré Report, in place of the previous normative technique (Lamfalussy). In the new regulatory framework drawn up by the De Larosierè group, the third level committees are transformed into European Micro-prudential Supervisory Authorities, with a legal personality under Community law, to which new tasks and greater relevance are assigned. In particular, EU regulations No. 1093/2010, No. 1094/2010 and No. 1095/2010, established the new Supervisory Authorities responsible, respectively, for the banking sector (European Banking Authority EBA), for insurances and occupational pensions (European Insurance and Occupational Pensions Authority EIOPA) and for the financial instruments (European Securities and Markets Authority ESMA). The Directive 2009/138/ EC has been amended several times and its entry into force, postponed several times, has been set for all Member States on 1 January 2016. Solvency II Directive gives the internal control system a decisive role, in order to guarantee the sound and prudent management of the company. Adequate governance is one of the conditions necessary for the correct performance of the insurance business. Abstract

The effects of Solvency II on corporate boards: A survey on Italian insurance companies