Board of Directors
At the Italgas shareholders’ meeting held on 4 August 2016 the number of directors was set at nine and the term of office set at three financial years, ending on the date of the shareholders’ meeting to approve 2018 financial statements. Four out of nine members are independent according to Italian law and Corporate Governance Code. Three of the nine members are female, in adherence with the requirement of Italian regulations on gender representation on boards of directors (a third of the Board's members).
Current members of the board are:
The members of the Board of Directors carry out their work at the company's legal offices in Milano, Via Carlo Bo, n. 11.
Role and functions
The Board of Directors is entitled to carry out any measures it deems necessary in order to implement and achieve the corporate purpose, with the sole exception of measures that are reserved, by law or by the Bylaws, for the shareholders' meeting. Italgas’s board of directors reviews the company’s organisational, administrative and accounting structure and has responsibility for approving its strategic, business and financial plans as well as monitoring their implementation. The board of directors defines the system and rules of corporate governance as well as of the internal control and risk management system for Italgas and its subsidiaries. Italgas’s board adopts rules to ensure transparency and correct process for the transactions among related parties or in which a director or a statutory auditor has an interest on his/her own behalf or on behalf of third parties. The Board also sets rules and procedures to manage and communicate all corporate and financial information, including information as price sensitive.
Italgas’s bylaws set out a list voting mechanism for the appointment of the Board of Directors in order to ensure the presence of directors appointed by minority shareholders, an adequate number of independent directors as well to comply with the criteria of gender representation. Italgas's bylaws stipulate that at least three directors must be independent provided for the board of statutory member of the listed company.
Selection and appointment
Article 13 of Italgas’s Bylaws describes a list voting mechanism for the appointment of the board of directors which applies only for replacing the entire board. Lists of candidates and the results of voting are published on the website of Italgas.
Terms of office
Directors may be appointed for a period no longer than three financial years and their term expires on the date of the Shareholders’ Meeting to approve the financial statements for the last year of their term of office. Directors may be re-elected. If, during the financial year, the office of one or more directors is vacated, legal provisions apply. If the majority of directors vacate their offices, the entire board shall be understood to have resigned and a Shareholders’ Meeting must be called without delay.
Main activities of the Board
The Board every year:
- examines and approves the Italgas Group's Plan, the budget of the company and of the group, the annual report, the half-year report and interim reports of Italgas, the sustainability report, the remuneration report and the report on corporate governance and ownership structure;
- assesses the organisational, administrative and accounting structure of Italgas and its Subsidiaries;
- resolves upon the transactions of the company and its Subsidiaries, in the context of exercising management and coordination activities that are of significant strategic, economic, capital or financial importance for the company and the group;
- evaluates the adequacy and effectiveness of the internal control and risk management system in relation to the characteristics and risk profile.
Following the appointment of the Board of Directors and the Board of Statutory Auditors, board induction sessions were held, which were attended by the members of both Boards. In accordance with the Code of Corporate Governance, the board induction sessions aim to provide directors and standing auditors with adequate knowledge of the sector in which the Company operates, as well as focusing on company dynamics and changes in the ownership structure.