Italgas’s corporate governance system compasses the rules and methodologies for planning, management and control that enable the company to function. The corporate governance system was defined by Italgas’s Board of Directors:
- in compliance with the rules to which the company is subject as a listed Issuer;
- in compliance with the Italian Code of Corporate Governance;
- in line with the national and international best practice that the company strives to achieve.
This system is based on certain key principles, such as proper, transparent business management implemented through the identification of information flows between corporate bodies and an efficient definition of the internal control and risk management system, as well as the adoption of an enterprise risk management system. This consists of rules, procedures and organisational structures aimed at identifying, measuring, managing and monitoring the main risks that could affect the achievement of the company’s strategic objectives.
Italgas uses a traditional management and control system. The Bylaws set out the duties and activities of the following corporate bodies:
- Shareholders’ Meeting
- Board of Directors
- Board of Statutory Auditors
The Bylaws set out Italgas’s structure of corporate governance and describe the main duties and activities of the central corporate bodies.
Shareholders take decisions and appoint the Board of Directors and the Board of Statutory Auditors at the shareholders’ meeting.
Board of Directors
Italgas’s Board of Directors has the broadest powers to manage the company and may execute acts deemed necessary to achieve corporate objectives in adherence with Code of Corporate Governance and other applicable laws and regulations. The Board of Directors appoints the Chairman, if the shareholders’ meeting has not already done so, may delegate its powers to one or more own member. The Board of Directors has constituted the following committees: Compensation Committee, Appointments Committee, Control, Risk and Related Parties Committee and Sustainability Committee.
Board of Statutory Auditors
Italgas’s Board of Statutory Auditors oversees compliance and proper administration of company activities. It evaluates the adequacy of the organisational, administrative and accounting structure adopted by the company and oversees its functioning. As required by law (Legislative Decree no. 39/2010) the Board of Statutory Auditors also performs supervisory activities in its role equivalent to what is commonly called Internal control and audit committee.