Committees

The term of office of each member corresponds to the term of office as director.

The committees can access the information and company functions necessary for the performance of their duties. They also have adequate financial resources and the right to make use of external consultants within the terms established, from time to time, by the Board of Directors. External parties may also be invited to participate in the meetings of the committees.

More information on the activities of the three committees during the year are available in the Report on corporate governance and ownership structures.

The Committee is made up of three non-executive directors, two of whom meet the independence requirements laid down in the Corporate Governance Code, including the Chairman, and all of whom have adequate experience in accounting and financial matters or risk management.

The Committee has consultative and advisory functions with regard to the Board of Directors, supporting decisions concerning the internal control and risk management system, and those relating to the approval of the periodic financial reports through appropriate investigation. In its role of oversight of risks, the committee oversees also those related to cybersecurity.

The meetings of the Control, Risk and Related Party Transactions Committee shall be attended by the Chairwoman of the Board of Statutory Auditors and may be attended not only by members of the Board of Statutory Auditors but also – on the invitation of the committee –by Chairwoman of the Board of Directors, the representatives of the relevant corporate departments or other subjects, in order to provide information and give their assessments of the single items on the agenda.

The Control, Risk and Related Party Transactions Committee constitutes part of an integrated system of internal controls and risk management for Italgas. In this sense, the Regulations establish specific information flows between the committee and the various bodies and departments connected with internal control and risk management.

More information on the composition and tasks of the committee can be found in the Regulations.

In 2016, the Italgas’ Board of Directors set up a Compensation Committee and an Appointments Committee, later deciding, in October 2017, to assign the duties linked to the appointment of directors and those pertaining to the remuneration of directors and executives with strategic responsibilities to a single committee. This grouping is in line with the composition requirements laid down in the Corporate Governance Code for both committees and ensures the effective performance of the duties assigned.

The committee shall be composed of three non-executive directors, two of them independent, as defined by the Corporate Governance Code. All members have specific expertise in financial matters or remuneration policies.

The Chairman of the Board of Statutory Auditors or a standing auditor designated by the latter can attend the meetings. The committee can also invite other subjects to participate in order to provide the necessary information and give their opinions.

No director takes part in the meetings of the committee at which proposals to the Board are submitted in relation to their own remuneration.

More information on the composition and tasks of the committee can be found in the Regulations.

The committee, made of up three non-executive directors, two of whom are independent as defined by the Corporate Governance Code, performs investigations and offers advice and recommendations to the Board of Directors on matters of sustainability, namely guidelines, processes, initiatives and activities intended to oversee our commitment to sustainable development along the value chain. The Committee, in particular, examines and assesses the sustainability policies; examines the document containing non-financial information (“NFS”) and submits it to the Board of Directors; monitors our positioning on sustainability matters with respect to the financial markets, with particular reference to Italgas’ positioning in the ethical indexes.

The chairman of Italgas, the chief executive officer, the chairman of the Board of Statutory Auditors or another standing auditor to be designated by the latter are invited to attend the committee meetings. Other parties can also attend, at the invitation of the committee, to provide information and give their opinions on individual agenda items.

The investigations involved in sustainability matters for which the committee is responsible are supervised by the head of the department competent, who attends the committee meetings.

More information on the composition and tasks of the committee can be found in the Regulations.