Internal control and risk management

In 2016, our Board of Directors, with the support of the Control, Risk and Related Party Transactions Committee, adopted the Internal Control and Risk Management System, understood as the set of organisational, information and regulatory tools that allows it to identify, measure, manage and monitor the Italgas Group’s main risks and to contribute to its sustainable success. The system is periodically updated in order to guarantee its constant suitability to monitor the main risk areas of the business.

The Enterprise Risk Management (ERM) department oversees the integrated enterprise risk management process for all Group companies. The main objectives of ERM are to define a homogeneous and transversal risk assessment model, identify priority risks, ensure the consolidation of mitigation actions and develop a reporting system. The ERM methodology adopted by the Italgas Group is in line with reference models and international best practices (COSO Framework and ISO 31000).

The activities directly involve all business departments through dedicated meetings that allow to incorporate updates to the information on the description, significance and management of the risks already existing in the portfolio, as well as the detection of new emerging risks.

The risks are updated once a quarter, half-year or year, depending on their relevance. The results found in relation to the main risks and related management plans are presented to the Control, Risk and Related Party Transactions Committee at each updating, in order to allow the assessment of the effectiveness of the Internal Control and Risk Management System with regard to Italgas specificities and the assumed risk profile. Moreover, the mapping of risks and the relevant management strategies are periodically presented to the Board of Statutory Auditors and the Supervisory Body of Italgas and to the Boards of Statutory Auditors and the Supervisory Bodies of the Subsidiaries.

The Officer Responsible and the Internal Audit department periodically receive the results of the risk assessments performed by the ERM department.

In order to ensure that the corporate population is increasingly aware of the need to develop a culture attentive to the identification, monitoring and management of the main risks of the company’s business (Risk Based Thinking), training activities on Enterprise Risk Management issues are organized on a regular basis.

Our Internal Control and Risk Management System is based on an integrated model, which clearly identifies the tasks of all the bodies and departments involved and the mutual practical coordination arrangements. The system involves in particular: the Board of Directors, the Chief Executive Officer, the Control, Risk and Related Party Transactions Committee, the Board of Statutory Auditors and the Head of the Internal Audit Department.

The Board of Directors plays a guiding role and assesses at least annually (and after consulting the Control, Risk Committee and Related Party Transactions Committee) the adequacy of the internal control and risk management system in relation to the characteristics of the company and the group and the risk profile assumed.

The Chief Executive Officer, identified by the Board as the “director in charge of the internal control and risk management system” pursuant to the Corporate Governance Code, is called upon to establish and maintain an effective Internal Control and Risk Management System, consistent with corporate and process objectives. He is also responsible for ensuring that risk management methods correspond to the defined containment plans.

The Control, Risk and Related Party Transactions Committee has the task of supporting, with adequate preliminary work, the evaluations and decisions of the Board of Directors relating to the Internal Control and Risk Management System, as well as those relating to the approval of regular financial and non-financial reports.

The Sustainable Value Creation Committee coordinates with the Control, Risk and Related Party Transactions Committee for the purposes of the latter’s assessment of the suitability of regular, financial and non-financial information to correctly represent the company’s management and organisation model, its strategies, the impact of its activities and the performance achieved.

The Board of Statutory Auditors supervises the effectiveness of the System, also in its capacity as the “internal control and audit committee” pursuant to Legislative Decree No. 39 of 27 January 2010.

The Supervisory Body supervises the operation, compliance with and updating of the Model 231.
The Officer Responsible carries out the activity regulated by Law No. 262/2005, aimed at directing, managing and verifying the accuracy and reliability of the Corporate Reports communicated externally.

The Head of the Internal Audit Department is responsible for checking that the system is operational and suitable, as well as consistent with the general principles and characteristics of the ICRMS.

In listed companies, the Officer Responsible for the preparation of financial reports has an essential function of control over accounting and financial reporting, which is fundamental for providing guarantees to institutional investors and savers on the reliability of the reporting.

The Officer Responsible is appointed by the Board of Directors on the proposal of the Chief Executive Officer, in agreement with the Chairman following the approval of the Board of Statutory Auditors. In the case of Italgas, this figure must be chosen from among people who do not hold any office in the administrative or control body or managerial functions in Eni S.p.A. and its subsidiaries, and who do not have any direct or indirect relationship of a professional or financial nature with such companies.

The Board of Directors ensures that the Officer Responsible has adequate powers and means to exercise the duties assigned to this role, as well as effective compliance with administrative and accounting procedures.

Since 1 June 2026, the Officer Responsible at Italgas is Pierre La Tour.