IREN S.p.A's Corporate Governance is based on shared rules, also extended to its subsidiaries, which inspire and address the strategies and activities of the Group.
The tools adopted by the Group guarantee the respect of values, principles, and ethical conduct within an industrial model that plans its growth so that it is fully sustainable.
In order to ensure the necessary consistency between its conduct and strategy, the Group created a set of internal rules that configure a Corporate Governance model based on the distribution of responsibility and on a balanced relationship between management and control.
The adoption of modern organizational and managing mechanisms is instrumental in spreading a corporate culture in all its aspects and to making the most out of knowledge, allowing managers, employees and partners to increase their awareness of the importance of the role of the Group both in terms of value creation and because of the responsibility entailed by the supply of services which are highly relevant for the community.
Corporate Governance in short
IREN has adopted a “traditional” corporate governance that includes:
- Shareholders' Meetings having decision-making power over the main governance actions taken by the company, as provided by law and the Company's Bylaws;
- A Board of Directors;
- A Chairman, a Vice President and a Chief Executive Officer, delegated bodies;
- A Board of Statutory Auditors responsible for supervising compliance with the law and the Bylaws and compliance with the principles of correct management practices, the supervision of the adequacy of the organizational structure, of the internal audit and of the administrative system;
- An Auditing Company listed in a specific register held by Consob who is responsible for auditing and expressing an opinion on the financial statements pursuant to the laws and the Bylaws.
Board of Directors
Renato Boero - Chairman
Gianni Vittorio Armani - Chief Executive Officer
Moris Ferretti - Vice-Chairman
Sonia Maria Margherita Cantoni - Director
Pietro Paolo Giampellegrini - Director
Enrica Maria Ghia - Director
Alessandro Giglio - Director
Francesca Grasselli - Director
Maurizio Irrera - Director
Paolo Pietrogrande - Director
Cristiano Lavaggi - Director
Ginevra Virginia Lombardi - Director
Giacomo Malmesi - Director
Gianluca Micconi - Director
Tiziana Merlino - Director
Licia Soncini - Director
Board of Auditors
Michele Rutigliano - Chairman
Ugo Ballerini - Statutory auditor
Cristina Chiantia – Statutory auditor
Simone Caprari - Statutory auditor
Sonia Ferrero – Alternate auditor
Lucia Tacchino – Alternate auditor
Fabrizio Riccardo Di Giusto – Alternate auditor
Powers of delegated bodies
The Board of Directors
The Board of Directors is entrusted with the widest powers for the ordinary and extraordinary management of the Company and has the power to perform any appropriate action for the implementation and achievement of the Company object, including organizing the Company and the Group in business areas, structured in companies or divisions, except for the powers that the law and the Bylaws assign to Shareholders' Meeting.
The Board of Directors delegates its powers to one or more of its members and may also assign powers to the Chairman, the Vice President and Chief Executive Officer not conflicting with each other.
The list of issues that that Board of Directors is exclusively responsible for is set by articles 25.4 and 25.5 of the Bylaws.
15 are the members of the Board of Directors and they are appointed on the basis of a number of lists presented by shareholders that must be deposited at the company's registered offices, for them to be valid, at least 25 days before the date set for the shareholders' meeting, in first or only call, and made public on the internet site of the Company at least 21 days before the date set for the Shareholders' Meeting in first or only call.
The decisions of the Board of Directors are adopted with the favourable vote of the absolute majority of the Directors and with the favourable vote of at least 12 directors on the issues explicitly envisaged by article 25.5 of the Bylaws.
The Chairman is entrusted with responsibilities and powers in relation to:
- Corporate Secretary of the board of Iren
- Communication and External relations
- Institutional relations (including relations with Regulators, with Regions and Local Authorities)
- Merger and acquisition
The Vice President
The Vice President is entrusted with responsibilities and powers in relation to:
- Corporate affairs
- Corporate compliance
- Corporate social responsibility (which is also responsible for supporting the activities of Local Committees)
- Risk management
- Internal auditing
The Chief Executive officer
The CEO is entrusted with responsibilities and powers in relation to:
- Administration, Finance and Control (including Investor Relations)
- Personnel, Organization and Information Systems
- Procurement, Logistics and Services
- Legal business
- Strategies, Studies and Regulatory Affairs
- Environment Business Unit
- Market Business Unit
- Networks Business Unit
- Energy Business Unit
The entire organizational structure reports to the CEO, excluding the functions that report directly to the Chairman or Vice President.