Board of Directors
The Board of Directors, in office until approval of the 2021 financial statements, is the central body of our corporate governance system. It is composed by nine members, among which five directors meet the independence requirements set out in Legislative Decree no. 58/1998 (Italian Consolidated Finance Act) and in the Corporate Governance Code approved by the Corporate Governance Committee and the President is independent pursuant to Legislative Decree no. 58/1998.
At present, the feminine gender is represented on the Board of Directors with 3 of 9 members, as envisaged in current regulations regarding gender balance (one third of the members).
The Board of Directors of Italgas was appointed by the Shareholders' Meeting of 4 April 2019 and has the term of office as three years, expiring on the date of the Shareholders' Meeting called in 2022 to approve the financial statements at 31 December 2021.
Composition
Directors are appointed by the Shareholders’ Meeting for a period not exceeding three years and can be re-elected.
Our By-Laws envisage the list voting system for the appointment of the Board of Directors, structured in such a way as to allow the presence of directors nominated by minority interests and an adequate number of independent directors, in addition to complying with gender balance criteria. Specifically, the By-Laws envisage that at least three directors must possess the requirements of independence established for auditors of listed companies.
As regards the present Board:
- five of the nine directors meet the independence requirements established by law and the Corporate Governance Code and the President is independent pursuant to Legislative Decree no. 58/1998
- three out of the nine are women, in compliance with current regulations that require a third of members to be from the least represented gender.
On January 24, 2019, the Board of Directors has adopted the Diversity of Company Bodies Policy that can be downloaded below.
Diversity of Company Bodies Policy
File PDF 459 Kb
Role and functions
The Board of Directors is the central body in our corporate governance system and is delegated all due powers of ordinary and extraordinary administration of the company. Its duties include:
- assessing the company’s organisational, administrative and accounting structure;
- defining strategic guidelines and objectives for the company and the Group, including sustainability policies, at the recommendation of the CEO;
- approving strategic, commercial and financial plans and monitoring their implementation;
- reviewing and approving the budget of the Company and the group;
- defining the corporate governance system and its rules, as well as the internal control and risk management system of Italgas and the subsidiaries;
- adopting procedures to ensure the fairness and transparency of related party transactions or, in relation to directors and statutory auditors, transactions with parties of interest;
- adopting procedures for the management and disclosure of corporate and financial data, including price sensitive information.
Main powers of the Board of Directors
File PDF 128 Kb
Main activities of the Board of Directors
Amongst other things, each year the Board of Directors:
- examines and approves the Strategic Plan for the Italgas Group, the company and consolidated budgets, the annual and half-year reports, periodic additional disclosures of the company and consolidated companies, the Sustainability Report, the Compensation Report and the Report on Corporate Governance and Ownership Structure;
- assesses the organisational, administrative and accounting structure of the company and its subsidiaries;
- decides upon transactions of strategic, economic, capital and financial significance to the company and, as part of its management and coordination activities, to the subsidiaries;
- assesses the adequacy and effectiveness of the Internal Control and Risk Management System with respect to the characteristics and risk profile adopted by Italgas and the subsidiaries.
Board of Directors
|
Control and Risks and Related-Party Transactions Committee (a) |
Sustainability Committee |
Appointments and Compensation Committee **** |
||||||||
Office |
Members |
Year of birth |
Date of first appointment * |
In office from |
BoD Attendance (*) |
Commitee Attendance (*) |
Office |
Commitee Attendance (*) |
Office |
Commitee Attendance (*) |
Office |
Chairman |
Dell’Acqua Alberto |
1976 |
04/04/2019 |
Financial statements 31/12/21 |
7/7 |
||||||
Chief Executive Officer•◊ |
Gallo Paolo |
1961 |
04/08/2016 |
Financial statements 31/12/21 |
10/10 |
||||||
Director |
Dainelli Maurizio |
1977 |
04/08/2016 |
Financial statements 31/12/21 |
10/10 |
14/14 |
M (1) |
||||
Director |
He Yunpeng |
1965 |
04/08/2016 |
Financial statements 31/12/21 |
10/10 |
9/9 |
M (1) |
||||
Director |
Petrone Paola Annamaria |
1967 |
04/08/2016 |
Financial statements 31/12/21 |
10/10 |
9/9 |
C (1) |
||||
Director |
Magliano Giandomenico |
1955 |
04/04/2019 |
Financial statements 31/12/21 |
7/7 |
7/7 |
M (2) |
7/7 |
C (2) |
||
Director |
Vecchi Veronica |
1979 |
04/04/2019 |
Financial statements 31/12/21 |
7/7 |
7/7 |
M (2) |
||||
Director |
Stefini Silvia |
1964 |
04/04/2019 |
Financial statements 31/12/21 |
7/7 |
7/7 |
M (2) |
10/10 |
M (2) |
||
Director |
Mascetti Andrea |
1971 |
04/04/2019 |
Financial statements 31/12/21 |
7/7 |
10/10 |
C (2) |
||||
Directors who ceased office in the financial year in question |
|||||||||||
Chairman |
Bini Smaghi Lorenzo |
1956 |
04/08/2016 |
Financial statements 31/12/2018 |
3/3 |
||||||
Director |
Bedin Nicola |
1977 |
04/08/2016 |
Financial statements 31/12/2018 |
2/3 |
2/2 |
M (3) |
2/2 |
C (3) |
||
Director |
Lolli Federica |
1974 |
27/07/2017 |
Financial statements 31/12/2018 |
3/3 |
2/2 |
M (3) |
3/4 |
M (3) |
||
Director |
Farisè Cinzia |
1964 |
04/08/2016 |
Financial statements 31/12/2018 |
3/3 |
4/4 |
C (3) |
||||
Director |
Mosa Paolo |
1960 |
04/08/2016 |
Financial statements 31/12/2018 |
3/3 |
2/2 |
M (3) |
NOTES • This symbol indicates the director responsible for the internal control and risk management system. ◊ This symbol indicates the person with chief responsibility for the management of the issuer (Chief Executive Officer or CEO). * 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 indicates the slate from which each director was taken (“M”: majority slate; “m”: minority slate; “BoD”: slate submitted by the Board). *** This column shows the number of directorships and statutory auditor offices held by the person in question in other companies listed in Italy or in other regulated markets, in financial companies, banks, insurance firms or other large companies. Details of the offices concerned are given in full. **** The Appointments and Compensation Committee was established by a resolution of the Board of Directors dated 23 October 2017 following the grouping of the Appointments Committee and the Compensation Committee. (*). This column indicates the attendance of directors at Board and Committee meetings, respectively. (**). This column indicates the director’s role on the committee concerned: “C”: Chairman; “M”: Member. (1) Member of the Committee up to 4 April 2019 and from 13 May 2019. (2) Member of the Committee from 13 May 2019. (3) Member of the Committee up to 4 April 2019. |
Board induction
In accordance with the Corporate Governance Code and best practices, specific induction activities are carried out for members of the Board of Directors and the Board of Statutory Auditors.
After their appointment, the directors were able to participate in a programme offering them a suitable knowledge of our business sector, the dynamics of the company and their evolution, and the reference regulatory framework.
In addition, directors and statutory auditors were able to enhance their awareness of the company and group through discussions about the 2018-2024 Business Plan and participation and a safety walk.
Finally, during the year 2020, the directors and statutory auditors participated in a board induction meeting on corporate governance issues relevant to the company and made a site visit to the office of Italgas Reti S.p.A. and the control room of our Emergency Center in Turin.
ultimo aggiornamento 03 February 2021 04:33 UTC