Governance
We use a traditional administration and control system, aligned with current directives and international best practices. We operate on the basis of a Company Management System to ensure fairness and transparency in business management
The proper conduct of corporate affairs also depends on the growing attention paid to sustainability issues and to effective management of the risks and opportunities that arise in the conduct of business.
Our corporate governance system
Title: Our Corporate Governance System
At the top: Shareholders' Meeting
Appointed by the Shareholders' Meeting: Board of Directors, Board of Statutory Auditors, Independent auditing firm
Constituted within the Board of Directors: Appointments and Compensation Committee, Control, Risk and Related Party Transactions Committee, Sustainable Value Creation Committee
Shareholders’ Meeting
The Shareholders' Meeting represents all the Shareholders and is the Group's decision-making body.
Specific tasks:
- Appointing the Board of Directors and Board of Statutory Auditors
- Approving the financial statements
- Resolving on the purchase of treasury shares, amendments to the Bylaws and the issuing of convertible bonds
Board of Directors
The current Board of Directors - appointed by the Shareholders' Meeting of 26 April 2022 - consists of 9 members whose term will expire on the date of the Shareholders’ Meeting convened to approve the financial statements for the year ending 31 December 2024.
The Board of Directors in numbers in 2022
during FY 2022
directors
in which ESG issues were examined
Composition of the current Board of Directors by gender and age range
Title: Board of Directors composition
Men between the ages of 30 and 50: 1
Women between the ages of 30 and 50: 0
Men over the age of 50: 4
Women over the age of 50: 4, including the chairwoman of the Board of Directors
Control, Risk and Related Party Transactions Committee
The Control, Risk and Related Party Transactions Committee plays a proactive and advisory role to the Board of Directors with regard to the Internal Control System, risk management, including risks related to climate change, and periodic financial and non-financial reports.
Composition of the existing Control, Risk and Related Party Transactions Committee
| Non-executive independent Directors | Non-executive Directors |
|---|---|
| 2 | 1 |
Appointments and Compensation Committee
The Appointments and Compensation Committee provides proposals and advice to the BoD on the appointment of Directors and BoD self-assessment and on the remuneration of Directors, General Managers, Auditors and key managers, also including sustainability targets.
Composition of the Appointments and Compensation Committee
| Non-executive independent Directors | Non-executive Directors |
|---|---|
| 2* | 1 |
* Independent in accordance with the CLF and the Corporate Governance Code
Sustainable Value Creation Committee
The Sustainable Value Creation Committee provides proposals and advice to the Board of Directors regarding the processes and activities which contribute to the company’s sustainable development along the value chain, aimed at pursuing sustainable success and for periodic non-financial reports, coordinating with the Control, Risk and Related Party Transactions Committee for evaluation by this committee of the suitability of the periodic, financial and non-financial reporting.
Composition of the Sustainable Value Creation Committee
| Non-executive independent Directors | Non-executive Directors |
|---|---|
| 1** | 2 |
** Independent pursuant to the CLF
Sustainability governance: integration with the business that is renewed every year
Ensuring the integration between sustainability objectives and corporate strategies, the risk control system and remuneration is the task of the Board of Directors, as envisaged by the Corporate Governance Code.
Every year, the Board approves the Group's 7-year business plan (read more about the Group's Strategy -à) and updates the Sustainable Value Creation plan (read more about the Sustainable Value Creation Planà).
Sustainability as the basis of corporate culture: training for directors and statutory auditors in 2022
Title: Sustainability as the basis of corporate culture
Center circle divided between: Offsite visits, Induction sessions
Elements on the circumference: Sustainable value creation,Digitisation for the energy transition, Fight against climate change, Protection of ecosystems, Support for the circular economy
Risk management
Our Internal Control and Risk Management System is integrated into the organisational structure, in order to guarantee the integrity of our business and protect corporate assets. Its guidance is entrusted to the Enterprise Risk Management (ERM) Department, which uses a method based on the reference models and international best practices.
All company departments are involved in assessing and prioritising risk by assigning a rating. The mapping thus obtained is regularly updated.
Risk management integrated into our organisational structure
We involve all corporate functions through dedicated risk assessment meetings, assigning a rating to facilitate prioritisation. We update the mapping of risks regularly based on their relevance. The infographic shows the Internal Control and Risk Management System in the centre, with concentric circles representing the risk assessment and management process, the ERM methodology, the departments involved, the timing of updates and the risk rating.
Ethics and compliance
At Italgas, integrity and transparency in business management are intended not only to ensure a proper dialogue with and management of stakeholders but also to prevent corruption.
The company is certified according to the ISO 37000 standard on Anti-Bribery Management Systems. We also approach cybersecurity issues with the aim of guaranteeing a quantitative and dynamic view of risk.