The Board of Directors (BoD) has full powers for the ordinary and extraordinary administration, and for the implementation and achievement of the company business objectives, with the sole exclusion of powers which by Law or by the Articles of Association are the responsibility of the Shareholders’ Meeting. Within this framework of responsibility, the Iren Board of Directors is responsible for defining the sustainability policies and principles of conduct to be adopted at Group level, in order to ensure the creation of value over time for shareholders and for all other stakeholders, together with the definition of the sustainability plan that the BoD itself has chosen to integrate in the Strategic Plan for the development of the Group.
The BoD assesses the organisation’s economic, environmental and social performance, any significant risks and opportunities, and its compliance with standards, codes of conduct and the principles declared during the approval of the strategic, business and financial planning documents, the annual budget, the financial statements and the interim management reports. The Board of Directors also evaluates the social and environmental performance reported quarterly and annually in the Sustainability Report. The assessment of sustainability risks and performance also takes place with the support of the Control, Risk and Sustainability Committee (made up of Independent Directors). The Board of Directors in office as at 31 December 2021 was appointed (for three years, until the approval of the financial statements at 31 December 2021) by the Shareholders’ Meeting held on 22 May 2019 and is composed of 15 Directors. For the appointment, in addition to the provisions of the Shareholders’ Agreement between Iren Public Shareholders, the Articles of Association govern the list voting mechanism, which guarantees an adequate presence of the less represented gender (equal to at least two-fifths of the members starting from the first subsequent renewal as of 1 January 2020) as well as the Directors designated by the minority shareholders.
During the meeting held on 29 May 2021, the Board of Directors of Iren co-opted, pursuant to art. 2386 of the Civil Code, Gianni Vittorio Armani as Director and appointed him as Chief Executive Officer and General Manager in replacement of Massimiliano Bianco who resigned from the above-mentioned offices with effect from the same date.
The BoD adopts appropriate solutions to facilitate the identification and management of situations in which a Director may be vested with personal interests or interests on behalf of third parties in a particular transaction. In this case, in compliance with the provisions of art. 2391 of the Civil Code, the Director shall give prior notice to the other Directors and the Board of Statutory Auditors and, if an Executive Director, shall refrain from carrying out the transaction, informing the Board of Directors thereof.
The BoD, during the meeting of 05 April 2019 formulated its guidelines to the Shareholders on the qualitative- quantitative composition of the administrative body for the three years 2019-2021, providing indications on its size and of the Internal Board Committees and on the professional and managerial figures whose presence in the administrative body was considered appropriate (the document is available on the website gruppoiren.it/assemblee/2019#r). From a quantitative point of view, the Board wished to maintain an adequate representation of independent Directors. As regards the qualitative profile, without prejudice to the possession of the integrity requirements, the objective that the Board of Directors set itself was to combine different professional and managerial profiles, recognising the value attributed to the complementarity of experiences and skills, together with the diversity of gender and age, for the purposes of the proper functioning of the BoD. The issue of the appointment and composition of the Board of Directors and the Board of Statutory Auditors is among the topics covered by the Policy for Managing Dialogue with General Shareholders and Investors approved by the Board of Directors on 21 December 2021 (see page 108) and published on the Group’s website.
Under the terms of the Articles of Association, the BoD delegates its powers to one or more of its members and can also assign powers to the Chairperson, Deputy Chairperson and CEO, provided they do not conflict with each other. The Delegated Bodies may delegate part of their duties and responsibilities to those working directly under their management. In such cases, the delegation process is based on notarised powers of attorney and letters of appointment naming the delegated persons. The Delegated Bodies are responsible for assessing whether the delegated persons possess the appropriate skills and personal characteristics and request periodic reports on the powers conferred with regard to economic, environmental and social aspects. The powers of attorney/delegation specify which contexts may be sub-delegated, informing the relevant Delegated Body of the same. In this case, the delegating party is responsible for assessing the skills and personal characteristics of the delegated persons. Delegated persons are generally manager or junior managers, but in certain contexts (e.g. security) may reach blue-collar workers. The Corporate Affairs and Organization Departments always check the overall consistency and correctness of the delegation system.
Organization Departments always check the overall consistency and correctness of the delegation system.
The assessment of the existence of the independence requirements for Iren Directors is carried out by the BoD after appointment and, subsequently, on an annual basis (23 February and 07 April 2021 for the reporting year). Based on the criteria defined by the Consolidated Law on Finance (TUF) and the Corporate Governance Code, the assessment is also carried out when circumstances regarding independence arise. The Board of Statutory Auditors checks the correct application of the verification criteria and procedures adopted by the Board to assess the independence of its members and discloses the outcome of the audit to the market in the Corporate Governance Report or in the Auditors’ Report to the Shareholders’ Meeting.
The BoD establishes rules to ensure the transparency and substantial and procedural correctness of related party transactions and discloses them in the Directors’ Report. The Board of Statutory Auditors oversees compliance with the adopted rules and refers to them in its Report to the Shareholders’ Meeting.
In 2021, Iren’s Board of Directors held 22 meetings; in addition to these, in continuity with previous years, training sessions were organised, both in the context of formal Board meetings and in meetings accompanying them, in which the CEO, Business Units Chief Officers or managers illustrated the strategic planning process that led to the definition of the 2030 Business Plan, also with specific focus on sustainability objectives and targets. More specifically, eleven Board meetings dealt with ESG issues, with reference to the approval of the budget, the Sustainability Report, the Group’s ESG positioning, the outline of the Business Plan and its approval, the PNRR, the issues of gender diversity, climate change, resilient cities, water resources, the circular economy, relations with stakeholders and the Policy for the management of dialogue with all Shareholders and Investors.
In relation to the Covid-19 emergency, the Board of Directors was constantly informed and updated by the CEO on the progress of contagions and quarantines and on the continuous monitoring of the phenomenon, also in terms of its impact on the continuity of services, in order to prevent critical situations. An overall situation that, despite the diversified trend during the year as a result of the so-called “waves“ of spread of Covid-19 and the progressive extension of the vaccination campaign, has not led to unsustainable situations in the management of services. The Board’s attention was also focused on emergency plans, organisational arrangements for managing peak and resumption of work in attendance, procedures, equipment adopted, and internal communication activities carried out to ensure staff safety. In addition, reference was made to the measures of the prevention, protection and monitoring system adopted – including through discussions with the Trade Unions (via 9 Territorial/Sector Committees) – that were recognised as adequate by staff, as revealed by a special survey conducted within the Group. The agreements signed with the Trade Unions for the management of the health emergency were brought to the attention of the Board of Directors, thanks to which the system of solidarity vacations for staff not otherwise employable continued in 2021. Finally, information was provided on the actions taken to speed up staff vaccination, through the direct organisation of a vaccination service to which a significant proportion of employees voluntarily adhered. The Chief Executive Officer, on the various occasions, explained to the Directors the impacts of the health emergency on the financial and economic level.
The parent company’s Supervisory Body also reported to the Board of Directors on the monitoring activities of the contagion prevention measures put in place by Iren, which revealed careful and constant management of the emergency.
In 2021, also considering what emerged from the board evaluation process, an induction path was structured focused on complementary topics: M&A operations, business and risk management, sustainability as an element of value creation, Articles of Association, Shareholders’ agreements and responsibility profiles, venture capital and innovation, Italian shareholding structure and institutional investors. Each of the six induction sessions was held with input from external consultants and business managers. In addition, participation in courses and conferences for Directors and members of the Board of Statutory Auditors was encouraged and stimulated, in line with the recommendations of the Corporate Governance Code.
During each meeting of the Board of Directors, a constant data stream by the Internal Board Committees towards all Directors was ensured, also guaranteeing the prompt notification of any critical areas identified.
In line with the provisions of the Corporate Governance Code, at least once a year, the Board of Directors performs a self-assessment of its own performance and that of its Committees (so-called board evaluation) as well of their size and composition. Considering the Code’s recommendations, the Board of Directors’ critical areas drew attention as a result of the board evaluation activity and the effectiveness of corrective and improvement actions started previously and continued during 2021 was also assessed. Also in 2021, as part of the board evaluation activity, assessments of the qualitative and quantitative characteristics of the board were introduced, also with reference to the mix of skills of the Directors considered optimal, functional to the formulation of guidelines to the Shareholders on the optimal composition of the Board of Directors that will be appointed for the three-year period 2022-2024.
To date, the Board of Directors has not adopted a succession plan for Executive Directors, as the rules for their appointment and replacement are foreseen in the Articles of Association. In connection with changes to the Corporate Governance Code (Recommendation no. 24), on 13 April 2021, the Board of Directors adopted a contingency plan for Directors holding special offices of the company.