Sustainability Governance

Iren Group has adopted strategies and policies aimed at creating value and meeting the needs of all stakeholders in a balanced manner, confirming the centrality of the relationship with the communities and areas of reference.
Iren’s Governance is based on the integration of corporate boards in order to fulfil, in accordance with Corporate governance code promoted by Borsa italiana and Code of ethics, the expectations of all stakeholders.
The Board of Directors defines the strategic approach of Iren Group, approves the guidelines and objectives, also with particular attention to sustainability objectives.
The BoD analyses and approves, together with the Consolidated Financial Statements, the Sustainability Report (from 2017 with the value of a consolidated non-financial Declaration pursuant to Legislative Decree 254/2016), which reports the sustainability results achieved in relation to the business plan, and is updated by the Deputy Chairman, the body delegated on the subject, on the status of sustainability projects and stakeholder engagement activities.
The consultations concerning sustainability between the interested parties are carried out by the Deputy Chairman who, through the Corporate Social Responsibility Department and Local Committees, is responsible for maintaining an open dialogue with the internal and external stakeholders on these topics. The results of this dialogue generate project ideas for the improvement of environmental and social performance and are reported annually in the Sustainability Report.


RELATED DOCUMENTS 2019 annual report on Corporate Governance and ownership structure

GOVERNANCE STRUCTURE

Corporate governance is essential to ensure efficient and sustainable management, reliable control over the activities carried out and pursue the goal of creating value for shareholders. The governance system defines roles and responsibilities and guarantees the correct understanding and assessment of economic, social and environmental inputs, opportunities and risks to outline the Group's growth perspectives.

 

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SHAREHOLDERS' MEETING

The Shareholders' Meeting is the decision-making body of the company. The ordinary Shareholders' Meeting is responsible for tasks such as: approval of the Financial Statements, election of the Board of Directors and determination of remuneration, examination of the matters proposed by the Directors. The Extraordinary Shareholders' Meeting decides on amendments to the Articles of Association and on operations such as capital increases or merger plans. The Shareholders' Meeting represents the property, namely the shareholders.

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BOARD OF DIRECTORS

The Board of Directors has full powers for the ordinary and extraordinary administration, 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.

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CHAIRPERSON, DEPUTY CHAIRPERSON AND CEO

The Chairperson, Deputy Chairperson and Chief Executive Officer are the three executive members of the Board of Directors currently in office. Specific powers are assigned to each of them by the Board of Directors. 

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CONTROL,RISK AND SUSTAINABILITY COMMITTEE

The Control, Risk and Sustainability Committee (CRSC) provides a prior opinion for the performance of the tasks entrusted to the Board of Directors with regard to internal control, risk management and sustainability.

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REMUNERATION AND APPOINTMENTS COMMITTEE

The Remuneration Committee has the task of submitting proposals to the Board of Directors on the remuneration of executive Directors, other Directors with specific office and Senior Managers with strategic responsibilities, as well as establishing performance objectives relating to the variable part of said remuneration. The Committee also periodically assesses the suitability, overall consistency and actual application of the remuneration policy.

 

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RELATED PARTIES

The Committee for Transactions with Related Parties (CTRP) expresses its opinion on the performance of transactions of lesser and greater importance with Related Parties and, in general, performs all the other duties pursuant to the Regulation on transactions with related parties adopted by CONSOB (resolution no. 17221 of 2010).

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