Corporate governance system
The Italgas corporate governance system is aligned with recommendations of the Corporate Governance Code of the listed companies, which we have adopted, and with Italian and international best practices. We have adopted a traditional administration and control model which envisages that operations management is assigned to the Board of Directors and supervision functions to the Board of Statutory Auditors. Accounts auditing is assigned to independent auditors.
The corporate governance system of Italgas is founded on certain basic principles, such as fair and transparent management of business, also ensured by information flows between the corporate bodies, and the efficient definition of the internal control and risk management system.
Our corporate governance system was defined in adoption of the Corporate Governance Code of the listed companies and aligned with Italian and international best practices of comparable companies.
We have adopted the traditional administration and control system in which three corporate bodies play significant roles.
- The Shareholders’ Meeting is the decision-making body of shareholders, responsible amongst other things for:
- appointing and dismissing members of the Board of Directors and Board of Statutory Auditors, and establishing their remuneration and responsibilities;
- approving the financial statements (including the allocation of profit for the year);
- deciding on the purchase of treasury shares, amendments to the By-Laws and the issue of convertible bonds.
- The Board of Directors is assigned the duty of ordinary and extraordinary management of the company. It has the right to carry out all acts it deems appropriate for the implementation and achievement of the corporate purpose, excluding those which pursuant to applicable regulations and the By-Laws are reserved to the Shareholders' Meeting. The Board of Directors appoints its Chairman, if the Shareholders' Meeting has not already done so. It can also delegate a number of its powers to one or more of its members and may set up committees for providing advice and recommendations on specific issues.
- The Board of Statutory Auditors has supervisory duties, particularly as regards:
- compliance with the law and the By-Laws;
- compliance with the principles of proper administration in the performance of company activities;
- the adequacy of the organisational structure for aspects of responsibility, of the internal control system and the administrative and accounting system, as well as the reliability of the latter to correctly represent operations;
- the methods for the concrete implementation of the rules of corporate governance laid down in the Corporate Governance Code adopted by the company.
Additionally, pursuant to Italian Legislative Decree 39 of 27 January 2010, the Board of Statutory Auditors also performs supervisory functions in its capacity as “Committee for internal control and account auditing”;
ultimo aggiornamento 11 March 2019 07:09 UTC