Board of directors
The Board of Directors, in office until approval of the financial statements for the year 2024, is the central body of our corporate governance system.
Our Board of Directors was appointed by the Shareholders’ Meeting on 26 April 2022 and will remain in office for three financial years, until the Shareholders’ Meeting that will be called in 2025 to approve the financial statements of 31 December 2024.
The Board is made up of nine members, including 4 independent directors pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and article 2 of the Corporate Governance Code, including the Chairwoman, and one independent director pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF. The verification of the independence requirements was carried out at the time of the appointment and, lastly, on 9 March 2023.
Two fifths of the members of the Board of Directors (4 out of 9) belong to the least member gender (female) in accordance with current legislation on gender balance.
Seven out of the nine appointed directors were taken from the slate presented by the shareholders CDP Reti and Snam, while two directors were taken from the slate presented by the shareholder Inarcassa.
The Board of Directors is tasked with the ordinary and extraordinary management of the company and has the faculty to carry out all the acts deemed appropriate for the implementation and achievement of the corporate purpose (excluding those which pursuant to the legislation and the Bylaws are reserved for the Shareholders’ meeting).
The Board has established three committees among its members:
- Control, Risk and Related Party Transactions Committee
- Appointments and Compensation Committee
- Sustainable Value Creation Committee
Composition
The board directors are appointed by the Shareholders’ Meeting for a period not exceeding three financial years, and can be re-elected.
Our Bylaws provide for the slate voting mechanism for the appointment of the Board of Directors, structured to allow the presence of directors appointed by the minority shareholders, an adequate number of independent directors and compliance with the gender balance criteria. In particular, the Bylaws state that at least three directors must meet the independence requirements established for statutory auditors of listed companies.
Guidance of the Board of Directors of Italgas S.p.A. to the Shareholders on the future dimension and composition of the new Board of Directors
Pursuant to the Recommendations of the Corporate Governance Code drafted by the Corporate Governance Committee of Borsa Italiana, which Italgas adheres to, the Board of Directors of the Company, based on the experience gained over the last three years and taking into account the results of the self-assessment on the functioning of the Board itself and its Committees, and having consulted with the Appointments and Compensation Committee, on 21 February 2022 set out its guidance on the future size and composition of the Board of Directors, in view of the renewal of the corporate bodies which took place on the Shareholders’ Meeting which approved the financial statements for the year 2021.
As regard this Board
At the time of their appointment (26 April 2022) and thereafter on 9 March,2023, four out of nine directors, including the Chairwoman, met the independence requirements laid down by law and the Corporate Governance Code, and one director is also independent pursuant to the TUF.
Four directors out of nine are women, in compliance with current legislation which requires two fifths of the members to be reserved for the least represented gender.
The directors are aged between 44 and 65. The educational and professional background of the directors in charge (legal experts, engineers, economists) ensures a balanced combination of profiles and experience. There are members from diverse geographical backgrounds, some of whom have international experience.
Diversity of Corporate Bodies Policy
In January 2019, the Board of Directors adopted a diversity policy for the corporate bodies, which was subsequently updated in January 2021 and June 2023, after consulting the Appointments and Compensation Committee.
The Italgas’ Board of Directors recognizes that diversity in the composition of the corporate bodies, in terms of gender, nationality, age, background and professional experience, can foster discussion and new ideas within the Board, making it open to innovation and lateral thinking with a focus on different social and environmental needs, promoting critical thinking and avoiding the risk of groupthink. Among other things, this also helps to maintain independent decision-making on issues falling within its remit and ensure the efficiency of control activities.
By adopting a specific diversity policy and making it available to the public on the company website, the hope is to also achieve a greater degree of transparency as regards the criteria and encourage an optimal composition of the company bodies. This should therefore be applied at the moment of renewing the company bodies or integrating them during their term of office, without prejudice to the prerogatives of the Issuer’s shareholders.
Role and tasks
The Board of Directors is the central body of our corporate governance system and is vested with the broadest powers for the ordinary and extraordinary administration of the company.
Among its tasks, it:
- Assesses the organisational, administrative and accounting structure of the company.
- On the recommendation of the chief executive officer (CEO), defines the strategies and objectives of the Company and of the Group, including the sustainability policies, consistent with the pursuit of Sustainable Success and monitors their implementation.
- Approves the strategic, commercial and financial plans, monitoring their implementation.
- Reviews and approves the budget of the company and the group.
- Defines the corporate governance system and rules, as well as the internal control and risk management system of Italgas and the subsidiaries.
- Adopts procedures to ensure the correctness and transparency of related-party transactions or, in relation to directors and statutory auditors, with subjects of interest.
- Adopts procedures for the management and dissemination of corporate and financial information, including price sensitive information.
- On the recommendation of the CEO, having received the opinion of the Control, Risk and Related Party Transactions Committee, it defines and updates the guidelines of the internal control and risk management system, defining the nature and level of risk compatible with the strategic objectives of the Company and of the Group, with a view to pursuing Sustainable Success.
- After consulting with the Control, Risk and Related Party Transactions Committee, evaluates the adequacy of the internal control and risk management system in relation to the characteristics of the Company and the assumed risk profile, as well as its efficiency with regard to the strategic objectives of the Company and of the Group, with a view to pursuing Sustainable Success.
Main activities of the Board of Directors
The Board of Directors each year, inter alia:
- Examines and approves the integrated annual report, the Compensation Report, the Corporate Governance and Ownership Structure Report, which are submitted for approval to the Shareholders’ Meeting;
- Examines and approves the Strategic Plan of the Italgas Group, the company and consolidated budget, the half-year financial report and additional periodic reports of the company and consolidated ones;
- Resolves on the transactions of strategic, economic, capital and financial importance of the company and, within the scope of direction and coordination activities, of the subsidiaries companies
- Assesses the organisational, administrative and accounting structure of the company and its subsidiaries;
- Assesses the adequacy and efficiency of the internal control and risk management system in relation to the characteristics and risk profile assumed by Italgas and its subsidiaries.
| Structure of the Board of Directors at the end of the financial year 2022 | ||||||||||||||||
| Office | Members | Year of birth | Date of first appointment (*) | In office from | In office to | Exec. | Non Exec. | Indep. New Corporate Governance Code | Indep. CLF | Attendance (**) | ||||||
| Chairman | Navarra Benedetta | 1967 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | • | • | 11/11 | |||||||
| Chief Executive Officer • | Gallo Paolo | 1961 | 04/08/2016 | 26/04/2022 | Financial statements 31/12/24 | • | 11/11 | |||||||||
| Director ◊ | De Marco Claudio | 1957 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | • | • | 11/11 | |||||||
| Director | Mascardi Fabiola | 1962 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | • | • | 11/11 | |||||||
| Director | Montanari Gianmarco | 1972 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | • | • | 10/11 | |||||||
| Director | Parola Lorenzo | 1969 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | • | 11/11 | ||||||||
| Director | Sabbatini Manuela | 1972 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | 11/11 | |||||||||
| Director | Sferruzza Maria | 1970 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | 11/11 | |||||||||
| Director | Shen Qinjing | 1978 | 26/04/2022 | 26/04/2022 | Financial statements 31/12/24 | • | 11/11 | |||||||||
NOTE
• This symbol indicates the director responsible for the internal control and risk management system.
◊ This symbol indicates the Lead Independent Director (LID).
* The date of first appointment of each director means the date on which the director was unanimously appointed for the first time to the Board.
** This column shows the attendance of directors at Board meetings.
| Office | Members | Control and Risks and Related-Party Transactions Committee | Sustainable Value Creation Committee | Appointments and Compensation Committee | |||
| (*) | Office | (*) | Office | (*) | Office | ||
| Chairwoman | Mascardi Fabiola1 | 6/6 | C | ||||
| Chairman | Montanari Gianmarco | 6/6 | C | ||||
| Chairman | Parola Lorenzo2 | 8/8 | C | ||||
| Member ◊ | De Marco Claudio | 6/6 | M | 8/8 | M | ||
| Member | Sabbatini Manuela | 6/6 | M | 8/8 | M | ||
| Member | Sferruzza Maria | 6/6 | M | ||||
| Member | Shen Qinjing | 6/6 | M | ||||
NOTE
◊ This symbol indicates the Lead Independent Director (LID).
* This column shows the attendance of directors at Committee meetings.
C = Chairman/Chairwoman
M = Member
1 Director Fabiola Mascardi served as Chairwoman of the Sustainable Value Creation Committee until 22 February 2023, and on the same date was appointed as Chairwoman the Chair of the Appointments and Compensation Committee.
2 Director Lorenzo Parola served as Chairman of the Appointments and Compensation Committee until 22 February 2023 and on the same date was appointed as Chairman of the Sustainable Value Creation Committee.
Board induction and training of Directors
During the financial year 2022, the Directors and Statutory Auditors obtained an adequate understanding of the business sphere in which Italgas operates, the Company dynamics and related changes, as well as the legislative and self-regulatory framework in place, taking part in: (i) a site visit to the Heritage Lab, the Integrated Supervision Centre and Group Security Operation in Turin on 26 April 2022 with focus also on Cyber security issues; (ii) a first induction session on the business, structure and strategic objectives of the Italgas Group on 18 May 2022; (iii) a second induction session on the business, structure and strategic objectives of the Italgas Group on 30 May 2022, with a focus, inter alia, on sustainability issues, including Italgas’ strategy to create sustainable value in the future, digitisation to enable the energy transition and decarbonisation, the fight against climate change, the protection of ecosystems and support for the circular economy (iv) an offsite session in Venice, with a visit to Italgas headquarters in Santa Marta and the Isola delle Tresse plants on 13-14 June 2022. Moreover, on 22 February 2023, the Directors and Statutory Auditors participated in the “Italgas Innovation Trip” session dedicated to the innovation initiatives promoted and implemented by the Italgas Group in the fields of, inter alia, engineering and operations, digitisation and cybersecurity, safety and sustainability, including a visit to the Digital Factory.