Board of directors
The Board of Directors, in office until approval of the financial statements for the year 2024, is the central body of our corporate governance system.
Our Board of Directors was appointed by the Shareholders’ Meeting on 26 April 2022 and will remain in office for three financial years, until the Shareholders’ Meeting that will be called in 2025 to approve the financial statements of 31 December 2024.
The Board is made up of nine members, including – at the time of the appointment – 4 independent directors pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and article 2 of the Corporate Governance Code and one independent director pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF. The verification of the independence requirements carried out on 26 April 2022 showed that the Chairman is also independent in accordance with both the TUF and the Corporate Governance Code. Two fifths of the members of the new Board of Directors (4 out of 9) belong to the least member gender (female) in accordance with current legislation on gender balance.
Seven of the nine directors appointed were taken from the slate presented by the shareholders CDP Reti and Snam, while two directors were taken from the slate presented by the shareholder Inarcassa.
The Board of Directors is tasked with the ordinary and extraordinary management of the company and has the faculty to carry out all the acts deemed appropriate for the implementation and achievement of the corporate purpose (excluding those which pursuant to the legislation and the Bylaws are reserved for the Shareholders’ meeting).
The Board has established three committees from among its members
- Control, Risk and Related Party Transactions
- Appointments and Compensation
The board directors are appointed by the Shareholders’ Meeting for a period not exceeding three financial years, and can be re-elected.
Our Bylaws provide for the slate voting mechanism for the appointment of the Board of Directors, structured to allow the presence of directors appointed by the minority shareholders and an adequate number of independent directors, in addition to compliance with the gender balance criteria. In particular, the Bylaws state that at least three directors must meet the independence requirements established for statutory auditors of listed companies.
Guidance of the Board of Directors of Italgas S.p.A. to the Shareholders on the future dimension and composition of the new Board of Directors
Pursuant to the Recommendations of the New Corporate Governance Code drafted by the Corporate Governance Committee of Borsa Italiana, which Italgas S.p.A. adheres to, the Board of Directors of the Company, based on the experience gained over the last three years and taking into account the results of the self-assessment on the functioning of the Board itself and its Committees, and having consulted with the Appointments and Compensation Committee, set out its guidance on the future size and composition of the Board of Directors, in view of the renewal of the corporate bodies scheduled for the Shareholders’ Meeting to be called to approve the financial statements for the year 2021.
As regard this Board
- As of March 2021, six directors out of nine, including the Chairman, meet the independence requirements laid down by law and the Corporate Governance Code.
- Three directors out of nine are women, in compliance with current legislation which requires one third of the members to be reserved for the least represented gender.
- The directors are aged between 41 and 66.
- The training and professional path of the directors (legal experts, engineers, economists) ensures a balanced combination of profiles and experience.
- There are members from different geographic origin, some of whom have international experience.
In January 2019, the Board of Directors adopted a diversity policy for the corporate bodies, which was subsequently updated in January 2021.
Role and tasks
The Board of Directors is the central body of our corporate governance system and is vested with the broadest powers for the ordinary and extraordinary administration of the company.
Among its tasks, it:
- Assesses the organisational, administrative and accounting structure of the company.
- On the recommendation of the chief executive officer (CEO), defines the strategies and objectives of the company and of the group, including the sustainability policies.
- Approves the strategic, commercial and financial plans, monitoring their implementation.
- Reviews and approves the budget of the company and the group.
- Defines the corporate governance system and rules, as well as the internal control and risk management system of Italgas and the subsidiaries.
- Adopts procedures to ensure the correctness and transparency of related-party transactions or, in relation to directors and statutory auditors, with subjects of interest.
- Adopts procedures for the management and dissemination of corporate and financial information, including price sensitive information.
Board of Directors
Main activities of the Board of Directors
The Board of Directors each year, inter alia:
- Examines and approves the Strategic Plan of the Italgas Group, the company and consolidated budget, the annual and half-year financial report, additional periodic reports of the company and consolidated ones, the integrated annual report, the Compensation Report, the Corporate Governance and Ownership Structure Report.
- Assesses the organisational, administrative and accounting structure of the company and its subsidiaries.
- Resolves on the transactions of strategic, economic, capital and financial importance of the company and, within the scope of direction and coordination activities, of the subsidiaries.
- Assesses the adequacy and efficiency of the internal control and risk management system in relation to the characteristics and risk profile assumed by Italgas and the subsidiaries.
Attendance of Directors at Board and Committee meetings
Board of Directors
Control and Risks and Related-Party Transactions Committee (a)
Appointments and Compensation Committee
|Office||Members||Year of birth||Date of first appointment *||In office |
|Commitee Attendance (*)|| |
Commitee Attendance (*)
Commitee Attendance (*)
|1976||04/04/2019||Financial statements 31/12/21||12/12|
|Chief Executive Officer•◊||Gallo Paolo||1961||04/08/2016||Financial statements 31/12/21||12/12|
|Director||Dainelli Maurizio||1977||04/08/2016||Financial statements 31/12/21||9/12||9/9||M|
|Director||He Yunpeng||1965||04/08/2016|| |
Financial statements 31/12/21
|Director||Petrone Paola Annamaria||1967||04/08/2016||Financial statements 31/12/21||12/12||14/14||C|
|Magliano Giandomenico||1955||04/04/2019||Financial statements 31/12/21||12/12||14/14||M||12/12||C|
|Director||Vecchi Veronica||1979||04/04/2019||Financial statements 31/12/21||12/12||12/12||M|
|Director||Stefini Silvia||1964||04/04/2019||Financial statements 31/12/21||12/12||14/14||M||9/9||M|
|Director||Mascetti Andrea||1971||04/04/2019||Financial statements 31/12/21||12/12||9/9||C|
Board induction and training of Directors
As established in the Corporate Governance Code, and following best practices, specific induction activities are carried out for members of the Board of Directors and Board of Statutory Auditors.
After their appointment, the directors were able to participate in a programme to obtain adequate knowledge of our business sector, the company dynamics and how they evolve, and the regulatory framework of reference.
Moreover, the directors and statutory auditors were able to expand their knowledge of the company and the group through strategic discussions, conducting in-depth analyses of issues relating to the energy and sector-based scenarios, innovation and internationalisation, and participating in the meetings at which the 2020-2026 business plan was discussed and approved.
In FY 2020, the directors and statutory auditors participated in a board induction meeting on corporate governance matters relevant to the company and made a site visit to the registered offices of Italgas Reti S.p.A. and the emergency response centre in Turin.
Minutes of the Board of Directors meetings