As mentioned above, on 22 May 2019, the Shareholders appointed the current Board of Directors, made up of fifteen members, in office for the years 2019/2020/2021 (until approval of the separate financial statements at 31 December 2021).
The following table shows the breakdown at the date of this Report:
|Office||Name and Surname||Place of birth||Date of birth|
|Chairperson of the Board of Directors||Renato Boero||Turin (TO)||09 March 1962|
|Deputy Chairperson||Moris Ferretti||Reggio Emilia||28 May 1972|
|Chief Executive Officer and General Manager||Gianni Vittorio Armani||Tradate (VA)||24 July 1966|
|Director||Sonia Maria Margherita Cantoni||Milan||16 February 1958|
|Director||Pietro Paolo Giampellegrini||Massa (MS)||14 November 1968|
|Director||Enrica Maria Ghia||Rome||26 November 1969|
|Director||Alessandro Giglio||Genoa||30 July 1965|
|Director||Francesca Grasselli||Reggio Emilia||13 June 1979|
|Director||Maurizio Irrera||Turin||17 September 1958|
|Director||Cristiano Lavaggi||Carrara (MS)||08 August 1975|
|Director||Ginevra Virginia Lombardi||Viareggio (LU)||04 July 1966|
|Director||Giacomo Malmesi||Parma||29 October 1971|
|Director||Gianluca Micconi||Ponte dell’Olio (PC)||19 March 1956|
|Director||Tiziana Merlino||Finale Ligure (SV)||08 June 1974|
|Director||Licia Soncini||Rome||24 April 1961|
In accordance with art. 25 of the current Articles of Association, resolutions of the IREN Board of Directors are carried by a vote in favour of the absolute majority of Directors in office.
For the matters indicated in Art. 25.5 of the Articles of Association (“Significant Matters”), resolutions of the Board are instead carried by the vote in favour of at least 12 Directors.
Articles 18, 19 and 20 of the Articles of Association govern the appointment, methods and criteria for the presentation of lists for the appointment of Directors, which adopts the list voting system.
During 2021 the IREN Board of Directors held 22 meetings.
As at 31 December 2021, in the Board of Directors, consisting of 15 directors, 9 directors possess the requirements of independence both under the terms of the combined provisions of arts 147‐ter, paragraph 4, and 148, paragraph 3, of the Consolidated Law on Finance, and under the terms of art. 7 of the Code.
The Board of Directors assesses the independence of its members with regard to the principle of substance over form. The independence of directors is assessed by the Board of Directors on appointment, and thereafter on an at least annual basis, or when significant circumstances occur for the purposes of independence during their mandate. The outcome of the Board’s assessments is disclosed to the market, with the methods identified in the Code.
As at 31 December 2021, the Independent Directors met once, under the terms of Recommendation no. 5 of the Code. In 2021, a meeting was also held in which, in addition to a number of Independent Directors, including their coordinator, the Executive Directors participated.
The Parent has set up a short-term bonus system (MBO) for the Chief Executive Officer and General Manager of the Parent and the Group's Key Management Personnel: the targets are set respectively by the Parent’s Board of Directors and Chief Executive Officer and General Manager – after consulting the Parent’s Remuneration and Appointments Committee – on an annual basis and, if achieved, for the amount established at the end of an enquiry carried out by the Committee, give the right to receive the related bonus (after a resolution of the Board of Directors, as regards the figure of the Chief Executive Officer and General Manager).
During the meeting on 27 November 2018, the Parent’s Board of Directors, on the basis of the inquiry carried out by the Remuneration and Appointments Committee, approved the 2019‐2021 Long‐Term Monetary Incentive Plan for the Group’s Key Management Personnel and other resources (the so‐called “Key Resources”) who can contribute in a significant way to achieving the targets in the 2018‐2023 Business Plan (as approved by the Board of Directors on 26 September 2018).
For more information on the remuneration policy, please see the Report on the policy on the subject of 2022 remuneration and on fees paid for 2021 made available to the shareholders, in observance of the terms provided for in the current legislation, in view of the Shareholders’ Meeting called to approve the Financial Statements at 31 December 2021.
As envisaged in the Italian Civil Code, directors with an interest in a given transaction must report such interest beforehand. On this point, with a resolution passed on 28 June 2021, the current text of IREN’s Procedure on Related Party Transactions was approved by the Board of Directors.