The financial calendar, which must be published pursuant to the current Regulation of Markets organised and managed by Borsa Italiana S.p.A. by 30 January, contains the information on the dates that Shareholders' Meeting are called. The calendar is also published on the company website.
The shareholders have the right to:
- be informed in advance that a Shareholders' Meeting has been called
- be informed in advance of the topics on the agenda, and to add to them,
- to present draft resolutions on matters that are already on the agenda,
- to participate in the shareholders’ meeting and express their vote
- to acquire further information.
The Board of Directors calls the shareholders’ meeting at least thirty days before the date the meeting is to be held, in a single call (forty days if the Shareholders’ Meeting is called to appoint the Board of Directors or the Board of Statutory Auditors).
The notice is published on the Company website, on the Borsa Italiana website (www.borsaitaliana.it), through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) and, as an extract, in the following newspapers: Il Sole 24 Ore, and, in English, in the Financial Times.
The Shareholders' Meetings are held in Italy, in the location indicated in the call notice.
Ordinary Shareholders’ Meetings are called to resolve on specific matters, such as, for example:
- the approval of the annual financial statements,
- the appointment and revocation of directors and statutory auditors, and the determination of their remuneration,
- the allocation of the profits for the year and the distribution of the dividend, also to top up any advance payment that might have already been resolved by the Board;
- the remuneration plans based on financial instruments for the members of the board of directors and employees,
- liability proceedings against directors and statutory auditors;
- the conferment and revocation of the appointment of an audit firm to act as external auditors of the company’s accounts;
- the acquisition and sale of treasury shares.
Shareholders' Meetings are held in a single call.
Yes. Liability proceedings against directors and statutory auditors may be proposed directly, at Ordinary Shareholders’ Meetings.
The Ordinary Shareholders’ Meeting for the approval of the financial statements is called within 180 days of the closure of the financial year to which the statements refer, since the Company is required to prepare consolidated financial statements.
The Board of Directors is required to draw up and make available to the public, at the issuer’s registered office, on the Company website (www.italgas.it), on the Borsa Italiana website (www.borsaitaliana.it) and through the “eMarket STORAGE” authorised storage mechanism managed by Spafid Connect S.p.A. (www.emarketstorage.com) a report on each of the subjects on the agenda, which also contains the proposed resolution submitted to the meeting.
The Company must comply with this obligation within the period of time in which the call notice for the shareholders’ meeting is published, or such other period of time established by the applicable law.
The Board of Directors is required to draw up and make available to the public:
the annual financial report, composed of the draft financial statements for the year, as well as the consolidated financial statements, where prepared, the report on operations and the attestation of the officer responsible for the preparation of financial reports and the reports of the board of statutory auditors and of the external auditors. They are made public within four months of the end of each financial year. There must be an interval of no more than twenty-one days between the above date and the date of the shareholders’ meeting. When the corporate bodies are to be appointed, the slates of candidates for the office of director and statutory auditor are filed at the registered offices of the issuer at least twenty-five days before the date of the shareholders’ meeting called on to resolve on the matter, and made available to the public at the registered offices and on the website at least twenty days before that date.
The arrangements for presenting, filing and advertising the slates of candidates for the office of director and statutory auditor are set out in the Bylaws and in the call notice.
Those who have voting rights are entitled to put questions both during the Shareholders’ Meeting and before it is held, provided they pertain to the topics on the agenda.
The call notice contains the arrangements for submitting questions, and the period of time before the start of the shareholders’ meeting within which questions may be submitted.
The shareholders who, also jointly, represent at least one fortieth of the share capital (2.5%) may ask, in writing at the registered offices by registered mail with advice of receipt, or by certified electronic mail to the address email@example.com within 10 days of the publication of the call notice for the Shareholders’ Meeting, to supplement the list of topics to be dealt with, indicating in their request the further topics they propose, or present draft resolutions on topics that are already on the agenda, annexing a report on the topics which it is proposed should be discussed, or the reasons for the further draft resolutions submitted on topics that are already on the agenda.
Together with the request, the certification issued by the intermediary attesting that the requesting shareholders are in possession of the shares, valid on the date of the request, must also be produced.
Notice of the supplementation of the agenda or the presentation of further draft resolutions on topics that are already on the agenda will be given in the same forms as prescribed for the publication of the Call notice, at least 15 days before the date set for the Shareholders’ Meeting.
Supplementation is not permitted for items on which the shareholders’ meeting resolves, in accordance with the law, on the proposal of the Directors or on the basis of a plan or report prepared by them that is different to those on the topics on the agenda.
They can participate personally or through a proxy.
In the first case, the persons entitled must go to the place the shareholders’ meeting is being held by the time indicated in the call notice.
In the second case, the person must issue a specific proxy to a representative.
The Italgas bylaws do not envisage the right to exercise the right to vote by correspondence, or by electronic media; so participation in the shareholders’ meeting can only be in person or through a proxy.
Any person lawfully entitled to attend the Shareholders’ Meeting can empower someone to represent them, pursuant to law, through a written proxy conferred on another person of their choice, by signing the proxy form (simple proxy).
Alternative, shareholders may confer their proxy on the Designated Representative, using the appropriate form. A proxy cannot be issued with the name of the representative left blank.
In either case, a shareholder who intends to participate in the shareholders’ meeting must preliminarily attest that they hold said right, or are entitled to attend the meeting and exercise the right to vote.
There are no limits to the number of proxies that the same person can receive. In any event, it should be recalled that:
- a proxy may be conferred for single shareholders’ meetings only;
- if the proxy is a general power of attorney, or is conferred by a company, association, foundation or other collective body or institution on one of its employees, it shall be effective until revoked;
- if conferred on a company, association, foundation or other collective body or institution, said body may only confer a proxy on one of its employees;
- proxies may not be conferred on directors, statutory auditors or employees of the Company or its subsidiaries, or on said subsidiaries.
The call notice contains the reference to said methods for exercising voting rights, and to the arrangements for any notification of voting proxies, also by certified electronic mail.
The person who holds the voting right must ask the intermediary with which their shares are deposited (bank, investment company) to issue a communication, formulated based on the evidence by the close of business on the seventh trading day before the date set for the Shareholders’ Meeting (record date).
Credit or debit entries made on accounts subsequent to the record date shall not be considered in terms of the entitlement to vote in the shareholders’ meeting; so those who are shown as possessing the shares only after that date shall have no right to participate and vote in the shareholders’ meeting.
Said communications must reach the issuer by the end of the third trading day before the date set for the shareholders’ meeting, and in any event before the start of the shareholders’ meeting in a single call.
The designated representative is a natural or legal person on whom all shareholders may confer their proxies, at no charge, and they are appointed by the Issuer Company.
The call notice identifies the person designated by the Company for the conferment of voting proxies, the methods for shareholders to confer proxies, and the period of time within which this should be done, making it clear that the proxy shall have no effect on proposals upon which no voting instructions have been conferred.
1) Obtain a Proxy Form in favour of the Designated Representative, which can be downloaded from the www.italgas.it website (“Governance” – “Shareholders’ Meeting 2018” section) or requested by calling freephone number 800 123 794 or sending an email to the following address: firstname.lastname@example.org
2) Filling the Proxy Form
3) Make a photocopy of your (valid) identity document.
4) Send the Proxy form, by the end of the second trading day before the day set for the Shareholders’ Meeting, together with a copy of a valid identity document, through one of the following channels.
- By fax, to +39 06 99332795;
- By certified email to: email@example.com
- By hand, or priority mail or express courier, to: Georgeson Srl, Via Emilia 88, 00187, Roma.
If the delegating person is a legal one, evidence of the person's corporate powers (a copy of registration certificate or similar document) should also be attached.
Subsequently, and if the proxy has been transmitted in the form of a copy, the original proxy form should also be sent to the Designated Representative c/o Georgeson Srl, Via Emilia 88, 00187, Rome.
The representative shall retain the original of the proxy form and keep track of any voting instructions received for a period of one year from closure of the shareholders' meetings concerned.
The proxy is conferred on a single representative for each shareholders’ meeting, although the possessor of the voting right may indicate substitutes.
A different representative may be delegated for each of the accounts on which the movements of financial instruments are registered.
If the proxy envisages this faculty, the delegated person may appoint a replacement of their choice.
Yes. The proxy and voting instructions can be revoked within the period of time allowed for them to be sent (by the end of the second open market day preceding the date set for the meeting) by registered letter with advice of receipt sent to Georgeson's address and previously sent by fax to 06.99332795 or by email to firstname.lastname@example.org.
No. Granting the proxy and the voting instructions by signing the form does not involve any expense for the delegating party (except for the cost of sending the proxy itself).
Yes. A proxy can also be partial. In relation to those proposals for which no voting instructions have been conferred, the shareholders’ shares are not included in the calculation of the majority and the share of capital required for approval of the resolutions.
The Company makes available to associations of shareholders who meet the requirements provided for in the relevant legislation, in accordance with terms and conditions agreed from time to time with their legal representatives, the facilities necessary for communication and work activities related to the collection of proxies of shareholders employed by the Company and its subsidiaries.
Such activities are also disciplined by specific regulations issued by Consob.
The validity of the Shareholders' Meetings and its resolutions, in the case of ordinary and extraordinary calls, are established in accordance with the law.
A brief summary of the votes, containing the number of shares represented in the shareholders’ meeting, and the shares for which a vote has been expressed, the percentage of capital these shares represent, and the number of votes for and against the resolution, and the number of abstentions, is made available on the Company website within five days of the date of the shareholders’ meeting.
The minutes of the shareholders’ meeting are made available on the Company website (www.italgas.it) within thirty days of the date of the meeting.
The Company announces all information needed to collect the dividend on its website (www.italgas.it), and by publication in the following newspapers: Il Sole 24 Ore and in English in the Financial Times.
Yes. Shareholders may forgo receiving the Dividend by making a specific request to their intermediary.
Yes. Shareholders can acquire information on the composition of the share ownership of the Company by consulting the register of shareholders.
To do this, they must apply to the Head of Legal, Corporate Affairs and Compliance (e-mail address: email@example.com) and attend at the offices of the Company during work hours, bringing specific certification attesting their possession of said right.
The free capital increase is intended to ensure the provision of shares necessary to implement the co-investment plan presented to Shareholders (as per item 4 of the ordinary part of the agenda). The ultimate aim is to ensure close alignment between the interests of the management and those of shareholders, to support the retention of key resources in the medium to long term and to activate a medium to long-term incentive system that establishes a strong link with the business results achieved and the value created for Shareholders.
The plan is reserved for employees of Italgas S.p.A. and/or other companies within the Group.
The share in the Company that may be assigned to the beneficiaries of the Plan will be ordinary shares with the same features as those in circulation; moreover, they will have the same dividend rights as the ordinary shares in the Company currently in circulation and will therefore be provided with the existing coupons on that date.
The shares may be issued in several tranches over the period of the capital increase resolution and in any case by 30 June 2023.
Board of directors
The Board of Directors of Italgas remains in office for three years, and this term expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of office of the Directors. Directors may be re-elected.
Pursuant to the Bylaws, there are 9 directors, and as a rule they are appointed through slate voting, specified in art. 13 of the Bylaws. Four of the nine directors possess the requirements of independence required by the law and the Corporate Governance Code. Currently, three of the nine members of the Board of Directors are female, in accordance with the current law on gender balance (one third of the members).
- Mr Lorenzo Bini Smaghi (non-executive Director and Chairman)
- Mr Paolo Gallo (Chief Executive Officer)
- Mr Nicola Bedin (non-executive independent Director)
- Federica Lolli (Co-opted Non-executive Independent Director)
- Mr Maurizio Dainelli (non-executive Director)
- Ms Cinzia Farisè (non-executive independent Director)
- Mr Yunpeng He (non-executive independent Director)
- Mr Paolo Mosa (non-executive Director)
- Ms Paola Annamaria Petrone (non-executive independent Director)
Pursuant to article 2381 of the Italian Civil Code, a series of duties are attributed to the Board of Directors, in addition to those that cannot be delegated by law and in general they are those specified in the Corporate Governance Code. The description of these duties may be consulted on the Company website (www.italgas.it).
The Board of Directors meets 8 to 10 times a year, in general. The dates of the meetings to review and approve the economic and financial information are announced to the public in the financial calendar.
In order to fulfil its commitments effectively, the Board has set up three committees: the Control, Risk and Related Party Transactions Committee, the Appointments and Compensation Committee (on 23 October 2017, the Company's Board of Directors resolved to combine the Appointments Committee and the Compensation into a single committee) and the Sustainability Committee.
The Control, Risk and Related Party Transactions Committee consists exclusively of independent directors, the Appointments and Compensation Committee consists of non-executive directors, most of them independent, and the Sustainability Committee consists mostly of non-executive directors.
The aforementioned Committees provide advice and proposals to the Board of Directors. The duration in office of each member corresponds to the duration in the office of director.
Shareholders who alone or with others represent at least 0.5% of the shares with voting rights in the ordinary Shareholders' Meeting.
To ensure that not only major shareholders but minority shareholders are represented.
The change proposed is intended to facilitate the work of the Shareholders' Meeting, ensuring the rapid completion and, at the same time, the successful outcome of the procedure for appointing the Board of Directors.
In particular, the aforementioned proposal retains the existing system described in the Bylaws and the slate voting system as described above, supplementing it with further provisions intended to remedy stalemate situations when the slate obtaining the majority of votes in the Shareholders’ Meeting contains a smaller number of candidates than the one reserved by the Bylaws for the slate that comes first.
Yes, the is Chair appointed by the Shareholders’ Meeting.
The economic and financial data that the Board of Directors must approve are the data in the annual and consolidated financial statements, the half-yearly report and the interim reports on operations.
Under the Bylaws, in the event of a renewal of the whole Board of Directors, the ordinary Shareholders’ Meeting is required to resolve with the majorities required by law (without applying the slate voting system).
The new Director will remain in office for the duration of the entire mandate of the current Board of Directors and thus until the approval of the financial statements to 31 December 2018.
Candidates for the post of Director must have an adequate level of competence and professionalism. An adequate number of non-executive Directors must also be chosen from among persons who can be defined as independent according to the criteria set forth in the Corporate Governance Code. The independence of directors is assessed by the board of directors after the appointment and thereafter on an annual basis.
Board of statutory auditors
The existing Board of Statutory Auditors was appointed by the Shareholders’ Meeting on 4 August 2016 for a period of three financial years and therefore until the date of the Shareholders' Meeting to be called in 2019 for the approval of the financial statements for the year 2018. They may be re-elected on expiry of the mandate.
Under the Bylaws, the Board of Statutory Auditors consists of three standing statutory auditors and two alternate statutory auditors and is normally appointed by the shareholders' meeting by means of slate voting, as provided for in article 20 of the Bylaws, and in compliance with the pro tempore regulations in force regarding the balance between genders.
- Gian Piero Balducci (Regular Statutory Auditor and Chairman)
- Giandomenico Genta (Standing Statutory Auditor)
- Laura Zanetti (Standing Statutory Auditor)
- Barbara Cavalieri (Alternate Statutory Auditor)
- Walter Visco (Alternate Statutory Auditor)
The statutory auditors are chosen from among people who fulfil the professionalism and integrity requirements stated in the Ministry of Justice Decree No. 162 of 30 March 2000. For the purposes of the aforementioned decree, the matters strictly related to the Company's activities are: commercial law, business administration, corporate finance.
For the same purposes, the sector closely related to the Company's activity is the engineering and geological sector.
Independent auditing firm
The auditing activity is entrusted, in accordance with the law, to an auditing company registered in a specific professional register, appointed by the Shareholders' Meeting on a reasoned proposal from the Board of Statutory Auditors. On 28 April 2017, the Shareholders’ Meeting assigned the task of:
- auditing the Italgas annual and consolidated financial statements;
- verifying, during the course of the financial year, that the company’s accounts are being properly kept and that the affairs of the company are being correctly recorded;
- and carrying out a limited audit of the interim report, to the company PwC S.p.A. - Via Monte Rosa, 91, 20149 Milan, for the financial years 2017-2025.
Italgas S.p.A. share capital amounts to euro 1,001,231,518.44 represented by 809,135,502 shares without indication of nominal value.
Relevant participations (owning more than 3% of Italgas shares, on the basis of data obtained from “Libro Soci”, the information available and communications received pursuant to Art. 120 of the Testo Unico della Finanza. Updated 31st December2017):
- CDP Reti S.p.A.: 210.738.424 number of shares held
- Snam S.p.A. : 109,233,293 number of shares held
- Lazard Asset Management LLC: 61.253.269 number of shares held
- Romano Minozzi: 40.406.531 number of shares held
Financial statements, half year report and other interim reports
The draft financial statements must be available at least 21 days prior to the Shareholders’ Meeting; the approved financial statements the day after they are approved by the Shareholders’ Meeting.
The Annual Report is made available simultaneously to the draft financial statements.
The financial statements and the consolidated financial statements, the Annual Report, the half year and quarterly reports and press releases are published on our website in the Investor Relations section and are available at Borsa Italiana S.p.A. website (www.borsaitaliana.it) and at the authorised storage system “NIS-STORAGE” managed by Spafid Connect SpA. (www.emarketstorage.com).
During the year 2 quarterly reports are approved (at 31 March and 30 September).
The newspapers on which the notices are published are: Il Sole 24 Ore and the English edition of the Financial Times.
Italgas began its journey over 180 years ago: on 12 September 1837 the Compagnia di Illuminazione a Gaz per la Città di Torino (Gas Lighting Company for the City of Turin) was founded, the first Italian company, and one of the first in Europe, to produce and distribute gas for lighting.
It had only seventy employees but after just two years, it was already supplying gas for 1,600 street lamps, supplanting the old oil lamps.
Its expansion in the rest of the Kingdom of Italy began five years later under its new name, Società Italiana per il Gas.
In the following years, with the advent of electricity, the company changed its offer and started to distribute manufactured gas for heating and cooking food.
In 1967 Italgas became part of Eni, which was already one of the most important international energy businesses.
As natural gas became increasingly widespread, and supported by the development of gas pipelines in the 1970s, the Company focused on building networks for urban distribution and sale of gas to residential customers, taking on a leading role in spreading the use of natural gas throughout Italy.
In 2000, in compliance with the new law regarding the separation of gas distribution from its sales, the sales business was separated, and incorporated into Eni’s Gas and Power Division.
Since 1 July 2009 Italgas, along with Stogit and GNL Italia, was a part of Snam, a major integrated player at Italian and European level, for the entire supply chain of regulated activities in the gas industry (transport, storage, distribution, and regasification).
On 7 November 2016 Italgas split off from the Snam Group through a demerger and is listed on the Milan Stock Exchange.
Italgas is the leading operator in Italy in natural gas distribution and is the third largest operator in Europe. The distribution service consists of transporting gas through local pipeline networks, from the delivery points at the metering and reduction stations interconnected with the transport networks (“city-gates”) up to the delivery points with the end customers (households, enterprises, etc.). Furthermore, Italgas is engaged in metering activities, which consist of determining, gathering, making available and storing metering data on the natural gas picked up in the distribution networks.
Italgas operates a distribution network that is over 66.000 kilometres long and through which, over the last year, it has distributed about 9 billion cubic meters of gas to 7.5 million households.
Italgas operates in the regulated business of natural gas distribution in Italy and is one of the most important players in Europe.
In the field of companies active in energy infrastructure, some of the most significant players are:
- A2A: an Italian multi-utility company operating in: electricity production, sales of electricity and gas, electricity and gas networks, district heating, water cycle;
- IREN: an Italian multi-utility company active in the production of electricity, in the distribution of electricity and gas as well as in district heating services;
- Hera: an Italian multi-utility company that is active in waste, gas distribution, energy sales and water cycle.
The regulatory framework
RAB stands for Regulatory Asset Base and represents the value of net invested capital calculated on the basis of rules set out for transport and regasification companies by the Regulatory Authority for Energy, Networks and the Environment to determine the reference revenues.
The estimated value of 2017 year end RAB, calculated using criteria adopted by the authority in defining reference tariffs, for the companies included in the consolidation area is over € 5.8 billion.
It is the four-year period, for which criteria are defined for setting rates for gas distribution.
Italgas is now in the fourth regulatory period for gas distribution, which runs from 1 January 2014 to 31 December 2019.
In addition to the regulatory period for gas distribution the Authority has also introduced a regulatory period on the calculation of the return on invested capital, that is valid for all transport and dispatching activities for gas, water and electricity. This regulatory period lasts six years, with a mid-term review at the end of the third year, starting from 1 January 2016.
The WACC (Weighted Average Cost of Capital) indicates the remuneration of the net invested capital as recognised by the Italian Authority at the beginning of every regulatory period.
The WACC for gas distribution for the years 2016-2018 is 6.1%, for the distribution part, while for the metering part it is 6.6%.
Italgas on the stock market and its dividend
Italgas’ shares have been listed on the Italian Stock Exchange (FTSE MIB) since 7 November 2016.
All the shares listed on the Italian Stock Exchange are identified by an international alphanumeric code. This code is an ISIN (International Securities Identification Number). For Italgas’ shares the ISIN code is IT0005211237. Shares are also identified with an abbreviation (or ticker), which varies according to the market: the abbreviation for Italgas shares listed on the Italian Stock Exchange is IG. According to the different financial reporting agencies (Reuters or Bloomberg), the suffix of the abbreviation can change, as follows:
Bloomberg: IG IM
Italgas’ management is committed to providing an attractive and sustainable remuneration to its shareholders over time. The Italgas dividend policy offered a return of 20 euro cents per share in 2016, that will increase of 4% per year up to the dividend of the year 2019.
Dividends from Italgas S.p.A. ordinary shares are subject to the following taxation:
- a withholding tax of 26% is withheld for dividends of Italian issue, distributed to individuals fiscally resident in Italy since 1 July 2014. For any further information on the matter, please refer to the website of the Italian Revenue Service www.agenziaentrate.gov.it.
- For people not resident in Italy, the dividend is subject to a 26% tax withheld at the source. In order to avoid double taxation, people not resident in Italy and who receive dividends distributed by Italian companies are entitled to a tax refund, under the specific fiscal conventions in place between Italy and each foreign country. For any additional information, please refer to the website of the Italian Ministry of Economy and Finance.
Operational and financial information
The organic CAPEX for the period 2017-2023 is € 3 billion, of which € 0.5 billion in 2017 alone (48% on the network, 44% in metering activities, 8% in other activities) and the remaining € 2.5 billion over the next six years (66% on the network, 27% in metering activities and 7% in other activities). A further € 2 billion of investment must be considered for participation in tenders and acquisitions.
Italgas intends to use the reorganization of the concession areas in ATEM to increase and its optimaze its portfolio, exiting some concessions and strengthening those where it can better leverage its efficiency and provide the highest quality of service. The concession renewal process has just begun and at its conclusion Italgas intends to increase its market share up to about 40% from current 30%.
ultimo aggiornamento Wed Jun 06 09:29:11 UTC 2018