Board of directors

Our Board of Directors was appointed by the Shareholders at the Meeting of May 13, 2025, and remains in office for three fiscal years, until the Shareholders’ Meeting to be convened in 2028 to approve the financial statements as of December 31, 2027.

The Board consists of nine members, including six independent directors, pursuant to Articles 147-ter, paragraph 4, and 148, paragraph 3, of the TUF and Article 2 of the Corporate Governance Code, including the Chairman of the Board of Directors. The verification of independence requirements was carried out by the Board of Directors on May 26, 2025.

Two-fifths of the members of the new Board of Directors (4 out of 9) belong to the least represented gender (female) in accordance with current regulations on gender balance.

Seven out of nine directors were selected from the list submitted by shareholders CDP Reti and Snam, while two directors were drawn from the list submitted by shareholder Inarcassa.

The Board of Directors is in charge of the ordinary and extraordinary management of the company and has the power to carry out all acts deemed appropriate for the implementation and achievement of the corporate purpose (excluding those that under the regulations and the Articles of Association are reserved for the Shareholders’ Meeting).

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, an adequate number of independent directors and 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.

Pursuant to the Recommendations of the Corporate Governance Code drawn up by the Corporate Governance Committee of Borsa Italiana, to which Italgas belongs, the Board of Directors of the Company, on the basis of the experience gained over the three-year period concluded and taking into account the results of the self-assessment of the functioning of the Board itself and its Committees, after consulting the Nomination and Remuneration Committee, on 12 February 2025 expressed its orientation 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 called to resolve on the approval of the financial statements for the year 2024.

Six out of nine directors, including the Chairman, were found to meet the independence requirements established by law and the Corporate Governance Code.

Four out of nine members of the new Board of Directors are women, in compliance with current regulations that require two-fifths of the members to be reserved for the least represented gender.

The age of the directors is between 38 and 64. The educational and professional background of the current directors (lawyers, engineers, economists) ensures a balanced combination of profiles and experience. There are members from diverse geographical backgrounds, 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 and June 2023, after consulting the Appointments and Compensation Committee.

The Italgas’ Board of Directors recognizes that diversity in the composition of the corporate bodies, in terms of gender, nationality, age, background and professional experience, can foster discussion and new ideas within the Board, making it open to innovation and lateral thinking with a focus on different social and environmental needs, promoting critical thinking and avoiding the risk of groupthink. Among other things, this also helps to maintain independent decision-making on issues falling within its remit and ensure the efficiency of control activities.

By adopting a specific diversity policy and making it available to the public on the company website, the hope is to also achieve a greater degree of transparency as regards the criteria and encourage an optimal composition of the company bodies. This should therefore be applied at the moment of renewing the company bodies or integrating them during their term of office, without prejudice to the prerogatives of the Issuer’s shareholders.

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, consistent with the pursuit of Sustainable Success and monitors their implementation.
• 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.
• On the recommendation of the CEO, having received the opinion of the CRRTP – Control, Risk and Related Party Transactions Committee, it defines and updates the guidelines of the internal control and risk management system, defining the nature and level of risk compatible with the strategic objectives of the Company and of the Group, with a view to pursuing Sustainable Success.
• After consulting with the CRRTP – Control, Risk and Related Party Transactions Committee, evaluates the adequacy of the internal control and risk management system in relation to the characteristics of the Company and the assumed risk profile, as well as its efficiency with regard to the strategic objectives of the Company and of the Group, with a view to pursuing Sustainable Success.

The Board of Directors each year, inter alia:

• Examines and approves the integrated annual report, the Compensation Report, the Corporate Governance and Ownership Structure Report, which are submitted for approval to the Shareholders’ Meeting;
• Examines and approves the Strategic Plan of the Italgas Group, the company and consolidated budget, the half-year financial report and additional periodic reports of the company and consolidated ones;
• 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 companies
• Assesses the organisational, administrative and accounting structure of the company and its 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 its subsidiaries.

Number of meetings held during the Financial Year: 16. Quorum required for the submission of lists by minority shareholders: 1%.
Notes: • director in charge of the internal control and risk management system; ◊ Lead Independent Director who ceased to hold office upon approval of the financial statements as at 31 December 2024.

Legend: (*) attendance at Committee meetings; (**) P = President, M = Member.

NOTE
◊ This symbol indicates the Lead Independent Director (LID).
* This column shows the attendance of directors at Committee meetings.
C = Chairman/Chairwoman
M = Member
1 Director Fabiola Mascardi served as Chairwoman of the Sustainable Value Creation Committee until 22 February 2023, and on the same date was appointed as Chairwoman the Chair of the Appointments and Compensation Committee.
2 Director Lorenzo Parola served as Chairman of the Appointments and Compensation Committee until 22 February 2023 and on the same date was appointed as Chairman of the Sustainable Value Creation Committee.

During the 2025 financial year, the Directors and Statutory Auditors participated in a comprehensive induction programme aimed at deepening their knowledge of the Italgas Group, its activities, the main market dynamics and the relevant legislative and regulatory framework. 

 In particular, the in-depth sessions concerned:

• the acquisition of 2i Rete Gas, with an analysis of the main phases of the transaction, the related strategic and industrial rationale, the integration project and the expected synergies; 

• the gas distribution business in Italy, with a focus on the market context, the regulatory framework, the expected developments in the sector and the digitalisation and maintenance programmes of the networks; 

• energy efficiency services, gas distribution activities in Greece and the management of water infrastructure, with insights into national and European policies and incentives, business models and the competitive environment; 

• the integrated water cycle and the related regulatory and industrial aspects. 

 As part of the process of defining the 2025-2031 Strategic Plan, the Directors also participated in specific sessions with the Group’s top management dedicated to the reference scenarios, the development of renewable gases, the water and energy efficiency sectors, the Group’s overall strategy, the 2025-2031 ESG objectives, the investment plan and the economic and financial data of the Plan. 

 During the year, Directors and Statutory Auditors also took part in a session dedicated to Italgas’ innovation path, during which the innovation governance model, the main Open Innovation programmes and the applications of artificial intelligence to support the Group’s operational processes were illustrated. 

 Webinars were also organised on procedures relating to transactions with related parties and market abuse, as well as the Corporate Compliance management systems adopted by Group companies. 

 For the second year of the Board’s mandate, further in-depth sessions have been scheduled dedicated to the issues of cybersecurity and digital resilience, the Italgas Group’s Internal Control and Risk Management System, the evolution of the regulatory framework applicable to listed companies and remuneration policies