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.

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 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 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.