IREN S.p.A. (hereinafter “Iren”) is the result of the merger of Enìa S.p.A. into IRIDE S.p.A. which took effect on 1 July 2010. The merger between IRIDE and Enìa was promoted by the controlling shareholders - respectively FSU S.r.l. (then controlled equally by the Municipalities of Turin, through FCT Holding S.p.A., and Genoa) and the Municipalities of Reggio Emilia, Parma, Piacenza and other Municipalities of the Emilia area that had signed ad hoc shareholders’ agreements – with the objective of creating a new entity capable of developing industrial synergies and to be a hub for further aggregations on the national market.
At the reference date of this report, three Shareholders’ Agreements are in force among the public shareholders of Iren S.p.A.:
- Agreement between FSU - FCT - Metro Holding Torino - so-called Parti Emiliane – Soci Spezzini, effective as of 5 April 2019.
This agreement (hereinafter also the “Shareholders' Agreement”) is attributable to a blocking and voting syndicate with the purpose of guaranteeing the development of the Parent, of its investees and of its business, and of ensuring unity and stability of guidance, also through the use of the instrument of increased votes, and, specifically: (i) determining methods of consultation and joint decision‐making regarding certain resolutions of the Parent’s Shareholders’ Meeting; and (ii) setting certain limits on the circulation of the shares contributed.
The Agreement has a duration of 3 years and will be tacitly renewed, subject to the option to withdraw with the methods and in the terms pursuant to the Agreement, for a further 2 years; subsequently, any further renewal must be agreed in advance in writing. On 21 May 2021, the following companies joined the Shareholders' Agreement: (i) Società per la Trasformazione del territorio Holding S.p.A. (STT Holding) by contributing 15,341,0000 ordinary shares, 10,000,000 of which to the Block Syndicate; (ii) Metro Holding Torino S.r.l. by contributing 32,500,000 ordinary shares, 6,500,000 of which to the Block Syndicate.
- Emilian Parties Sub‐Agreement in effect as of 5 April 2019.
This agreement is intended, among other things, to determine the respective rights and obligations, in order to (i) ensure uniformity of conduct and rules on decisions that must be taken by the Emilian parties in the context of what is provided for in the FSU‐FCT‐Emilian Parties‐La Spezia Shareholders’ Agreement; (ii) provide for further commitments in order to guarantee the development of the Parent, of its investees and of its business, and of ensuring to the same unity and stability of guidance; (iii) attribute a right of pre‐emption in favour of the signatories in the event of sale of the Parent’s shares other than shares covered by the Block Syndicate under the terms of the Agreement; and (iv) confer on the Municipality of Reggio Emilia an irrevocable mandate to exercise on behalf of the signatories the rights attributed to these latter under the terms of the Agreement.
The Emilian Parties Sub‐Agreement has a duration of 3 years and will be tacitly renewed, subject to the option to withdraw with the methods and under the terms pursuant to the Sub Agreement, for 2 additional years; subsequently, any further renewal must be agreed in advance in writing.
- Piedmont Parties Sub‐Agreement in effect as of 28 September 2021.
This agreement can be traced back to a voting syndicate through which the shareholders FCT Holding S.p.A. and Metro Holding Torino intended to regulate their mutual relations as shareholders of Iren, also as part of the broader Shareholders' Agreement signed with other shareholders of Iren on 05 April 2019. More specifically, the Piedmontese Parties intend to 1) coordinate with each other in order to identify, within the limits set by the Piedmontese Sub-Agreement: i) shared candidacies within the scope of the powers to appoint directors and statutory auditors, as governed by the Shareholders' Agreement; ii) common guidelines in relation to the decisions to be taken on the resolutions of the Meetings as per art. 6-bis of Iren's Articles of Association, as well as on the resolutions to be taken on the following matters (a) amendment of the provisions of the Articles of Association governing the limits to share ownership; (b) amendment of the provisions of the Articles of Association concerning the composition and appointment of the corporate bodies; (c) amendments to the Articles of Association concerning the quorums for the constitution and passing of resolutions and the powers of the Shareholders' Meetings and the Board of Directors; (d) the registered office; (e) mergers, spin-offs (other than those pursuant to Articles 2505, 2505-bis and 2506-ter, last paragraph, of the Italian Civil Code) as well as other extraordinary transactions on the capital, with the exception of those required by law; and (f) the liquidation of the Parent; 2) to grant FCT an irrevocable mandate, also in the interest of FCT itself, to exercise the rights conferred by the Shareholders' Agreement on FCT in accordance with the provisions of the Piedmont Sub-Agreement.
The Piedmont Parties Sub-Agreement has a duration until 05 April 2022 (First Expiration Date) and is tacitly renewed upon expiry for a further 2 years, unless notice of termination is communicated at least 6 months before the expiry date.
During 2021, the following changes occurred in the structure of IREN's public ownership structure:
- on 1 March 2021, the number of voting rights conferred to the Shareholders' Agreement changed due to the granting of an increased vote to 32,750,000 shares held by Finanziaria Sviluppo Utilities S.r.l. (FSU);
- on 21 May 2021
- the following joined the Shareholders' Agreement (i) STT Holding by contributing 15,341,0000 ordinary shares, of which 10,000,000 to the Block Syndicate; (ii) Metro Holding Torino by contributing 32,500,000 ordinary shares, of which 6,500,000 to the Block Syndicate;
- the Municipality of Parma granted the Block Syndicate an additional 1,534,179 shares;
- the company Parma Infrastrutture S.p.A. contributed 6,500,000 ordinary shares to the Block Syndicate.
In the period from 27 May 2021 to 21 December 2021 (i) 2 adherents sold a total of 1,150,000 shares, in particular the Municipality of Boretto sold 50,000 shares and the Municipality of La Spezia sold 1,100,000 shares; (ii) the number of voting rights conferred to the Shareholders' Agreement changed as a result of the allocation of the 158,492 loyalty shares held by the Municipality of Deiva Marina as from 1 June 2021 and 387,000 loyalty shares held by the Municipality of Piacenza as from 1 December 2021.
Lastly, it is specified that, in 2021, as part of the buy-back programme approved by the Shareholders at their Meeting of 29 April 2020, Iren purchased 1,987,641 treasury shares equal to 0.15% of the share capital. As at 31 December 2021, Iren held 17,855,645 treasury shares equal to 1.37% of the share capital.
The Parent adopts a traditional system of corporate governance. The Board of Directors is vested with the broadest powers for the ordinary and extraordinary administration of the Parent and, specifically, with the power to carry out all the actions it deems appropriate for the implementation and achievement of the corporate purpose, including organising the Parent and the Group into business areas, whether structured as companies or operating divisions, excluding only those actions that the law and the Articles of Association reserve for the Shareholders' Meeting.
Under the terms of the current Articles of Association, the Board of Directors delegates its powers to one or more of its members and may also assign powers to the Chairperson, Deputy Chairperson and CEO provided they do not conflict with each other.
Declaration on observance of the laws on the subject of corporate governance
Iren's Corporate Governance system is in line with the provisions of the Consolidated Law on Finance (hereinafter "TUF") and the Corporate Governance Code approved by the Italian Corporate Governance Committee on 31 January 2020, effective 1 January 2021 (hereinafter "Code"), to which the Parent subscribed by board resolution of 18 December 2020.
After adoption a disclosure was made to the public through a press release distributed to the market. On the same date the Board of Directors also approved the document which highlights the governance solutions adopted by the Parent with reference to the provisions of the Code. This was published on the IREN Group's website (www.gruppoiren.it), in the Section "Investors – Corporate Governance – Corporate documents".
The current Articles of Association are in keeping with the rules of the TUF and the other provisions of laws or regulations applicable to listed companies.
In particular the Articles of Association state, among other things, that:
the directors must be in possession of the requisites provided for by law and by the regulations on the subject (art. 147‐quinquies of the Consolidated Law on Finance);
- at least two members of the Board of Directors must possess the requisites of independence established by the applicable legislation (art. 147–ter, paragraph 4, and art. 148, paragraph 3, Consolidated Law on Finance);
- the members of the entire Board of Directors are appointed on the basis of lists (art. 147–ter, paragraph one, Consolidated Law on Finance);
- the non‐controlling shareholders have the right to appoint at least two Directors (art. 147–ter, paragraph 3, Consolidated Law on Finance);
- the balanced representation of genders in the composition of corporate bodies is respected (Article 147-ter, paragraph 1-ter and art. 148, paragraph 1-bis, Consolidated Law on Finance);
- one standing and one alternate member of the Board of Statutory Auditors must be elected from the list presented by the minority (art. 148, paragraph 2 of the Consolidated Law on Finance);
- the Chairperson of the Board of Statutory Auditors and one alternate auditor must be appointed on the basis of the list presented by the minority (art. 148, paragraph 2‐bis of the Consolidated Law on Finance);
- a person responsible for corporate financial reporting must be appointed, setting the requisites of professionalism and the powers and tasks attributed to the same (art. 154–bis of the Consolidated Law on Finance).
On 22 May 2019 the Iren Shareholders’ Meeting, called inter alia to approve the financial statements at 31 December 2018, also proceeded to appoint the Parent’s Board of Directors for the 2019‐2021 three-year period, with expiry on the date of approval of the financial statements at 31 December 2021.
By resolution of the Board of Directors of 22 May 2019, the newly appointed Chairperson, Renato Boero, was conferred powers, proxies and responsibilities in relation to communication and external relations, institutional relations (including relations with Regulators, Regions and Local Authorities), and mergers & acquisitions.
The Deputy Chairperson, Moris Ferretti, was given powers, proxies and responsibilities in relation to corporate affairs, corporate compliance, corporate social responsibility (which also covers support for the activities of territorial Committees), risk management, internal auditing.
The Chief Executive Officer, Massimiliano Bianco, was given powers, proxies and responsibilities in relation to administration, finance and control (including investor relations); personnel, organisation and information systems; procurement, logistics and services; legal affairs; strategies, studies and regulatory affairs, Energy, Market, Networks and Waste Management business units, as well as expansive duties and powers of representation.
On 2 July 2019, at the same time as his appointment as General Manager, the Board of Directors of Iren gave Massimiliano Bianco powers and proxies of an operational kind, with a transversal impact on the Departments and Business Units.
During the meeting of 29 May 2021, the Board of Directors of Iren, co-opted, pursuant to Article 2386 of the Italian Civil Code, Gianni Vittorio Armani as Director of the Parent and appointed him as CEO and General Manager to replace Massimiliano Bianco, who resigned from the above-mentioned offices with effect from the same date. Gianni Vittorio Armani was granted powers, proxies and responsibilities in the same matters as those mentioned above.
In compliance with the provisions of the Code, with resolutions passed at the meetings on 22 and 30 May 2019, the Board of Directors also appointed:
- a Remuneration and Appointments Committee (hereinafter also “RAC”);
- a Control, Risk and Sustainability Committee (henceforth also “CRSC”).
In accordance with the provisions of the CONSOB Regulation and of the current RPT Procedure, with a resolution passed at the meeting on 22 May 2019 (amended with a resolution passed on 30 May 2019), the Board of Directors also appointed the Independent Directors’ Committee for dealing with Transactions with Related Parties, named the Related Party Transactions Committee (hereinafter also “RPTC”).