Iren Group’s governance is based on shared rules that inspire and direct strategies and activities. The instruments adopted guarantee respect for ethical values, principles and behaviours within an industrial model that plans for sustainable growth.
In order to ensure consistency between behaviours and strategies, the Group has adopted a system of internal rules that configure a corporate governance model based on the division of responsibilities and on a balanced relationship between management and control, which guarantees that risks and opportunities are duly taken into account in the decision-making processes and contributes to spreading the corporate culture at all levels and enhancing skills, increasing awareness among internal resources and contractors that the Group plays a vital role in creating value for the community.
Iren Group’s integrated strategy and economic and sustainability objectives are defined by the Board of Directors of the parent company, which examines the risks and opportunities linked to the socio-environmental and economic context, including when approving the Business Plan, the annual budget, the Consolidated Financial Statements and the Sustainability Report, as well as when examining and supporting extraordinary and development operations.
In 2021 the Board of Directors updated its medium- term (2026) and long-term (2030) strategic planning, including sustainability objectives and targets (see page 47), also in relation to climate change and the Group’s commitment to transparent reporting in this regard, with particular focus on the four areas outlined by the Task Force on Climate-related Financial Disclosures (TCFD) of the Financial Stability Board (for detailed references see page 295):
- governance – description of the role of the Iren corporate governance system in relation to climate change issues;
- strategy - illustration of the main risks and opportunities relating to climate change, the different scenarios considered, and the corporate strategy developed as the company’s response to mitigate and adapt to the risks and to maximise the opportunities;
- risks - description of the identification, assessment and management process for the risks and opportunities related to climate change adopted by the Group;
- metrics and targets – main metrics related to climate change used by the Group, as well as the main objectives set to promote a low carbon business model.
The Board of Directors analyses and approves the Sustainability Report, which serves as a non-financial statement (NFS) pursuant to Legislative Decree 254/2016, drawn up annually to publicise the Group’s environmental, social and economic strategies and performance, to transparently communicate compliance with the commitments undertaken, future commitments and ability to meet stakeholder expectations. The Sustainability Report is prepared by the Corporate Social Responsibility and Local Committees Department, which reports directly to the Deputy Chairperson, who holds the relevant powers.
The Deputy Chairperson updates the Board on the status of sustainability projects managed, including through the Corporate Social Responsibility and Local Committees Department, and on stakeholder engagement and sustainability consultation activities with stakeholders. Through Local Committees, of which the Deputy Chairperson is an ex officio member, stakeholders can also draw the Group’s attention to issues concerning services and environmental and social sustainability topics. The results of stakeholder engagement activities generate project ideas for the improvement of environmental and social performance and are reported annually in the Sustainability Report.
The Control, Risk and Sustainability Committee (see page 64) is responsible for examining the guidelines of the sustainability plan, assessing risks and evaluating economic, environmental and social performance, and supervising the implementation of the sustainability plan and the system for evaluating and improving the environmental, economic and social impact of the Group’s activities.
For the integration and monitoring of ESG (Environment, Social, Governance) factors, from strategic planning to the management and monitoring of the Group’s activities, the ESG Strategic Integration Committee was activated (see page 67), which includes the primary staff Departments and Business Units Chief Officers, and which operates in close relationship with the Sustainable Finance Committee (see page 68) responsible for defining and managing the Group’s sustainable finance framework.
Iren adopts a traditional type of corporate governance system and has conformed its model to the recommendations of the Corporate Governance Code.
Composition of the Board of Directors and Internal Board Committees as at 31/12/2021
|Name and Surname||Office||Executive||TUF independence||Code Independence||Remuneration & Appointments Committee (RAC)||Control, Risk & Sustainability Committee (CRSC)||Committee for Transactions with Related Parties (CTRP)|
|Moris Ferretti||Deputy Chairperson||●|
|Gianni Vittorio Armani*||CEO/General Manager||●|
|Vito Massimiliano Bianco**||CEO/General Manager||●|
|Sonia Maria Margherita Cantoni||Director||●||●||M|
|Enrica Maria Ghia||Director||●||●||M|
|Pietro Paolo Giampellegrini||Director||●||●||C|
|Ginevra Virginia Lombardi||Director||●||●||M|
C = Chairperson
M = Member
* From 29/05/2021 to 31/12/2021
** From 1/1/2021 to 29/05/2021