The Board of Directors holds the broadest powers for ordinary and extraordinary management, with the power to perform all acts deemed necessary or appropriate for the achievement of the corporate purposes, excluding only those which, by law or by the Articles of Association, are reserved to the competence of the Shareholders' Meeting.

The current Board of Directors was appointed by the Shareholders' Meeting on 22 May 2019 for three years (2019-2020-2021), expiring on the date of the Shareholders' Meeting to be convened to approve the financial statements for the year ending 31 December 2021. The majority of Directors are independent in accordance with the CFA and the Corporate Governance Code (9 Directors). Currently, the female gender is represented on the Board of Directors by 6 out of 15 members, in compliance with gender balance regulations.

On 15 February 2022, consistent with the Corporate Governance Code, the Board of Directors of IREN S.p.A. approved the Regulations for the Operations and for the Management of the Information of the same body.

In particular, the Regulations identify the deadlines for the prior submission of the necessary information, ensuring that confidentiality issues are properly managed without affecting the timeliness and completeness of the flow of information, with the aim of enabling the Directors to act and deliberate in an informed manner.

During FY 2021 the IREN Board of Directors held 22 meetings, with 97% participation of its members.

For the appointment of the Board of Directors, the "list voting" mechanism has been adopted, so as to guarantee a number of candidates of the less represented gender no less than two fifths, rounded down to the nearest unit if the list contains less than 5 candidates, in implementation of Article 1, paragraphs 302-304 of Italian Law 160/2019, as well as an adequate presence of Directors designated by minority shareholders. Articles 19 and 20 of the Articles of Association govern the terms and procedures for filing and publishing lists (in which candidates are marked with a sequential number), as well as the related documentation, in accordance with current regulations. 

At least two Directors must meet the independence requirements prescribed by the legislation in force at the time. All candidates must also meet the requirements of integrity prescribed by current legislation. For more on the Board's assessments of its members' qualifications see the Report on Corporate Governance and Ownership Structure.

In view of the renewal of the administrative body, the Board of Directors, after consulting with the Remuneration and Appointments Committee, having regard to the results of the self-assessment on the functioning of the Board and its Committees, as well as their size and composition referring to 2018, expressed its orientation to the Shareholders on the composition of the new Board and the professional and managerial figures whose presence on the administrative body would be considered appropriate, also considering the diversity criteria recommended by the Code itself. The Orientation was made available to the public in a timely manner through publication in advance of the 22 May 2019 Shareholders' Meeting, which provided for the renewal of the Board of Directors for the three-year term 2019-2021.

As at 31 December 2021, the majority of Directors possess the requirements of independence both under the terms of the combined provisions of Articles 147‐ter, paragraph 4, and 148, paragraph 3, of the CFA, and under the terms of Recommendation no. 7 of the Corporate Governance 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 Corporate Governance 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 meetings were coordinated by Francesca Grasselli.

Finally, it should be noted that Iren S.p.A. is not currently subject to the circumstances referred to in Recommendation no. 13 of the current Corporate Governance Code, in the presence of which the appointment of a lead independent director is recommended; this taking into account the fact that in IREN S.p.A. the Chair of the Board of Directors is not the chief executive officer, is not the holder of significant management powers, nor the shareholder who holds control, even jointly, over the Company.

In order to conform its governance model to the recommendations contained in the Corporate Governance Code, at the beginning of its term of office, the Board of Directors of Iren S.p.A. appointed the following Board committees of an investigative and advisory/propositional nature: the Remuneration and Appointments Committee (RAC), the Control, Risk and Sustainability Committee (CRSC) and, in compliance with the Regulation on Related Party Transactions adopted by Consob the Related Party Transactions Committee (RPTC).

The functioning of the Remuneration and Appointments Committee and the Control, Risk and Sustainability Committee are governed by specific Regulations (adopted by the Board of Directors on 1 August 2018 and 5 April 2019 respectively). 

The Remuneration and Appointments Committee is a body providing consultation and draws up proposals, which the Board of Directors has assigned the duties detailed in the Regulation approved by the Board of Directors on 1 August 2018.

On the basis of the resolutions taken on 22 and 30 May 2019, the Board of Directors established a Remuneration and Appointments Committee, with the following members:

• Chair -  Pietro Paolo Giampellegrini 
• Francesca Grasselli
• Maurizio Irrera

Based on their professional curricula, the Board of Directors ascertained that (i) Mr Pietro Paolo Giampellegrini and Prof Maurizio Irrera had appropriate knowledge and experience on remuneration policies; (ii) Ms Francesca Grasselli had appropriate knowledge and experience on financial matters and remuneration policies.

A prior assessment was made regarding the independence requirements pursuant to Articles 147-ter and 148, paragraph 3 of the CFA, and in terms of the Code, the following members met the aforementioned requirements:

• Chair of the RAC - Pietro Paolo Giampellegrini;
• Francesca Grasselli

Maurizio Irrera did not qualify for the independence requirement pursuant to Article 147-ter and 148, paragraph 3 of the CFA, nor in terms of the Code.

In FY 2021 the Remuneration and Appointments Committee met 17 times (of which 3 times jointly with the Control, Risk and Sustainability Committee), with a participation of 100% of its members, preparing proposals and opinions recorded in the minutes of the Committee meetings. The Committee meetings held during the year were attended by at least one Statutory Auditor of the Company, as per the Committee Regulations.

The Control, Risk and Sustainability Committee performs the general task of supporting, through adequate preliminary activities, the assessments and decisions of the Board of Directors relating to the internal control and risk management system, as well as those concerning approval of the financial and non‐financial periodic reports.

On the basis of the resolutions taken on 22 and 30 May 2019, the Board of Directors with responsibility for steering and assessing system adequacy, established a Control, Risk and Sustainability Committee, with the following members:

• Chair - Giacomo Malmesi;
• Sonia Maria Margherita Cantoni;
• Enrica Maria Ghia;
• Cristiano Lavaggi

In its meeting on 30 May 2019, the Board of Directors appointed Giacomo Malmesi as Chair of the Control, Risk and Sustainability Committee.

At the time of the appointment, based on their respective professional backgrounds and taking into account the provisions of the Committee Regulations approved on 5 April 2019, the Board of Directors assessed all of its designated members as having adequate experience in corporate social responsibility.

A prior assessment was made regarding the independence requirements pursuant to Articles 147-ter and 148, paragraph 3 of the CFA, and in terms of the Code, the following members met the aforementioned requirements:

• Chair of the CRSC - Giacomo Malmesi;
• Sonia Maria Margherita Cantoni;
• Enrica Maria Ghia.

Cristiano Lavaggi meets the independence requirements under Articles 147-ter and 148, paragraph 3, CFA and not also those under the Code.

During 2021, the Control, Risk and Sustainability Committee held 18 meetings (of which 3 jointly with the Remuneration and Appointments Committee), with 95% participation of its members. As per the recommendations of the Code, all the meetings of the Committee were attended by the Chair of the Board of Statutory Auditors and/or another/other statutory auditor(s) designated.

The Related Party Transactions Committee formulates its opinion on the performance of transactions of lower and greater importance with Related Parties and, in general, performs all the other functions assigned to it regarding transactions with Related Parties, pursuant to the Consob Regulation on transactions with related parties.

The Committee in office consists of four Directors in possession of the requirements of independence provided for in Articles 147‐ter, paragraph 4 and 148, paragraph 3 of the CFA and the additional requirements set forth in the Corporate Governance Code. Pursuant to these provisions, as of 30 May 2019, the following independent Directors are members of the Related Party Transactions Committee:

• Chair of the RPTC - Licia Soncini;
• Alessandro Giglio;
• Ginevra Virginia Lombardi;
• Giacomo Malmesi 

In its meeting on 29 May 2019, with full participation, the Committee appointed Licia Soncini as Chair (she was already a member of the Committee under the previous mandate).

In 2021, the RPTC met 8 times, with 92% participation of its members, preparing, among other things, opinions that, from 1 July 2021, are annexed to the minutes of the Committee’s meetings. The meetings of the Committee were attended by the Chair of the Board of Statutory Auditors and/or another/other statutory auditor(s) designated by the latter.

The Board of Statutory Auditors is composed of five statutory auditors and two supplementary auditors with a three‐year term of office expiring on the date of the Meeting called to approve the financial statements in their last year of office; they can be re‐elected.

On 06 May 2021, the Shareholders’ Meeting appointed the members of the Supervisory Board; their term expires upon approval of the 2023 Financial Statements. 

• Chair of the Board of Statutory Auditors - Michele Rutigliano
• Standing Auditor - Ugo Ballerini
• Standing Auditor - Simone Caprari
• Standing Auditor - Cristina Chiantia
• Standing Auditor - Sonia Ferrero
• Supplementary Auditor - Lucia Tacchino
• Supplementary Auditor - Fabrizio Riccardo Di Giusto

All members of the Board of Statutory Auditors meet the independence requirements under the CFA as well as the Corporate Governance Code, as well as the requirements of professionalism and honorability established by regulation of the Minister of Justice in consultation with the Minister of Economy and Finance.

During 2021, 18 meetings of the Board of Statutory Auditors were held, with 99% participation of its members. The outcome of the supervisory activities of the Board of Statutory Auditors in office during the year is shown in the report to the Meeting prepared pursuant to Article 153 of the CFA and annexed to the financial statements. 

In view of the renewal of the body, the Board of Statutory Auditors expressed its guidelines to the Shareholders on the composition of the new Board and the professional figures whose presence on the body was deemed appropriate, also considering the diversity criteria recommended by the Code itself. The Guideline was made available to the public in a timely manner through publication in advance of the 6 May 2021 Shareholders' Meeting, which provided for the renewal of the Board of Statutory Auditors for the three-year term 2021-2023.

On the recommendation of the Board of Statutory Auditors, in its capacity as the "Internal Control and Audit Committee", the Shareholders' Meeting held on 22 May 2019, has appointed KPMG S.p.A. to audit the financial statements of IREN S.p.A. for the nine-year period 2021-2029. This resolution was taken at the end of a complex selection procedure that was carried out in accordance with the provisions of art. 16 of Regulation (EU) 537/2014 (the "Tender Process").

Subsequently, on 25 November 2019, the Parent Company and KPMG signed a Framework Agreement containing terms and conditions (technical and financial) for the performance, for the 2021-2029 nine-year period by KPMG S.p.A. of (i) the activity of legal audit of Iren's financial statements, and, (iii) the activity of legal audit of the financial statements of the consolidated companies included in the scope of the Tender Process (the "Framework Agreement"). Moreover, the same Framework Agreement contains terms and conditions (technical and economic) for carrying out the limited review activity of the NFS of the Iren Group for the three-year period 2021-2023, with an option to renew for two further three-year periods.

The Shareholders' Meetings of each consolidated company included in the Tender Process, on the basis of a reasoned proposal from their respective Boards of Statutory Auditors, have therefore appointed KPMG S.p.A. to audit their accounts for the 2021-2023 three-year period (with an option to renew for two additional three-year periods), in accordance with the terms and conditions of the Framework Agreement. 

After the signing of the Framework Agreement, the dynamism that has characterised the Group, both in terms of growth through external lines and in terms of internal reorganisation, has given rise to situations such as to entail changes to the original audit scope entrusted by Iren to KPMG S.p.A. for the nine-year period 2021-2029. More precisely it involves: (i) the expansion of the scope of Iren subsidiaries (direct and indirect) that included entities not contemplated in the Tender Process concluded in 2019; (ii) the changes in size or legal status undergone by some consolidated companies, already included in the audit scope, likely to affect the terms and conditions of the audit engagements already conferred to KPMG S.p.A. by the same companies.

In view of the changes that have taken place in the meantime, it has been necessary to modify the Framework Agreement. The Company, also in the name and on behalf of the companies directly and indirectly controlled by Iren, and KPMG S.p.A. therefore concluded an Addendum to the Framework Agreement, to: (i) extend the statutory audit that KPMG S.p.A. is required to perform, starting from 2021, to the financial statements of companies consolidated in the medium term, following the approach of the sole auditor of the group on which the Tender Process was based; (ii) adjust the terms and conditions of certain statutory audit engagements already assigned to KPMG S.p.A.