The Board of Directors of Italgas has established three internal committees: Appointments and Compensation; Control, Risk and Related Party Transactions; Sustainability.

 

The committees make proposals and provide advice, and each has three directors as members:

  • the Control, Risk and Related Party Transactions Committee is composed of independent directors only;
  • the Appointments and Compensation Committee is composed of non-executive directors, most of which independent;
  • the Sustainability Committee is composed of non-executive directors, one of which independen

The term of office of each member corresponds to the tenure of the Director’s office.

In the performance of their functions, the committees may access information and company departments. They also have sufficient financial resources and may use external consultants within the terms set from time to time by the Board of Directors. Committee meetings may be attended, upon invitation, also by parties that are not members.

 

Further details of activities of the three committees in 2017 can be found in the Report on Corporate Governance and Ownership Structure

 

Appointments and Compensation Committee

In 2016, the Italgas Board of Directors set up an Appointments Committee and a Compensation Committee, later deciding in October 2017 to assign all the duties associated with the appointment of directors and those referring to the remuneration of directors and key managers to a single committee.

This aggregation complies with the membership requirements envisaged in the Corporate Governance Code for both committees and ensures that the assigned duties are carried out efficiently.

The committee is composed of three non-executive directors, most of which independent as defined by the Corporate Governance Code.

The meetings are attended by the Chairman of the Board of Statutory Auditors or a standing auditor designated by the latter. The committee can invite other parties to attend, to provide necessary information and express their expert assessments.

No director takes part in meetings of the Committee at which proposals in relation to their own remuneration are submitted to the Board.

Further information on the membership and duties of the committee can be found in the Regulation.

Regulation of the Appointments and Compensation Committee

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Committee members

Cinzia Farisè
Cinzia Farisè

Chairman and independent non-executive director

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Maurizio Dainelli
Maurizio Dainelli

Non-executive director

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Federica Lolli
Federica Lolli

Independent non-executive director

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Control, Risk and Related Party Transactions Committee

The committee is composed of three non-executive directors, all meeting the independence requirements envisaged in the Corporate Governance Code. As stated in the Corporate Governance Code, at least one member must have adequate experience in accounting and financial matters or risk management.

The committee makes proposals and provides advice to the Board of Directors to support decisions concerning the Internal Control and Risk Management System, as well those relating to the approval of financial reports.

In addition to members of the Board of Statutory Auditors, meetings of the Control, Risks and Related Party Transactions Committee - at its invitation - can be attended by the Chairman, the Director in Charge or other individuals, in order to provide information and express their assessments of individual items on the agenda.

The Control, Risks and Related Party Transactions Committee is part of an integrated system of internal controls and risk management for Italgas. In this sense, the regulation establishes specific information flows between the committee and the various bodies and functions with specific tasks associated with internal control and risk management.

Regulation of the Control, Risk and Related Party Transactions Committee

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Committee members

Paola Annamaria Petrone
Paola Annamaria Petrone

Chairman and independent non-executive director

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Nicola Bedin
Nicola Bedin

Independent non-executive director

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Federica Lolli
Federica Lolli

Independent non-executive director

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Sustainability Committee

The committee, with three non-executive directors as members, one of which independent and acting as Chairman, carries out proposal and consultation functions with regard to the Board of Directors on matters of sustainability, assessing the processes, initiatives and activities intended to oversee the commitment to sustainable development along the value chain.

In particular, the committee examines the sustainability policies aimed at ensuring the creation of value for shareholders and for all other stakeholders in the medium/long term with regard to the principles of sustainable development. It also assesses the sustainability guidelines, objectives and processes and the sustainability report submitted annually to the Board of Directors.

The Chairman of Italgas, the CEO, the Chairman of the Board of Statutory Auditors or a Standing Auditor designated by the latter are invited to attend meetings. Other parties can also attend meetings, at the invitation of the Committee, to provide information and express an opinion on individual agenda items.

Preliminary investigation activities for sustainability issues that the Committee is responsible for are taken care of by the Sustainability Manager, who attends the committee meetings.

Further information on the membership and duties of the committee can be found in the Regulation.

 

Maggiori informazioni sulla composizione e sui compiti del comitato sono disponibili nel Regolamento.

Regulation of the Sustainability Committee

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Committee members

Nicola Bedin
Nicola Bedin

Independent non-executive director

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Yunpeng He
Yunpeng He

Non-executive director

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Paolo Mosa
Paolo Mosa

Non-executive director

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ultimo aggiornamento Mon Jun 11 11:17:58 UTC 2018