Italgas S p A : 2022 Corporate Governance Report

REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE

Pursuant to Article 123-bis of Legislative Decree no. 58 of 24 February 1998

(traditional administration and control model)

Issuer: Italgas S.p.A.

Website: http://www.italgas.it/

Financial year to which the Report refers: 2022

Report approval date: 9 March 2023

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TABLE OF CONTENTS
INTRODUCTION	9
EXECUTIVE SUMMARY	10
1.	PROFILE OF THE ISSUER	17
1.1	Introduction	17
1.2	Values and mission	20
1.3	History	21

1.4 Separation of the gas distribution activity from Snam and Italgas' admission to Mercato

Telematico Azionario (electronic share market) organised and managed by Borsa Italiana	22
1.5	Italgas corporate governance system	22
1.6	Sustainability at Italgas	24
2.	INFORMATION ON THE OWNERSHIP STRUCTURE	29
2.1	Structure of the share capital	29
2.2	Restrictions on the transfer of shares and voting rights	30
2.3	Significant shareholdings	30
2.4	Shares which confer special rights	31
2.5	Employee share ownership system: mechanism for exercising voting rights	32
2.6	Shareholder agreements	32
2.7	Change of control clauses and statutory provisions on takeover bids	34
2.8	Power to increase the share capital and authorisation to buy treasury shares	34
2.9	Direction and coordination activities	34
2.10	Additional information	35
3.	ADHESION WITH THE CORPORATE GOVERNANCE CODE	36
4.	BOARD OF DIRECTORS	37
4.1	Role of the Board of Directors	37
4.2	Appointment and replacement	39

4.3 Composition, curriculum vitae, guidelines on the maximum number of offices and

induction programme	43
4.4	Operation of the Board of Directors	55
4.5	Role of the Chairman of the Board of Directors	57
4.6	Executive directors	59
4.7	Independent directors and lead independent director	60

5. MANAGEMENT OF COMPANY INFORMATION AND PUBLICATION OF

QUARTERLY FINANCIAL INFORMATION	........................................................................................64
5.1 Market Abuse Procedure	64
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5.2 Inside information procedures, relevant information list, insider list and internal

dealing	65
5.3	Publication of quarterly financial information	65
6.	INTERNAL BOARD COMMITTEES	67

7. SELF-EVALUATION AND SUCCESSION OF DIRECTORS. DIRECTORS'

REMUNERATION APPOINTMENTS AND COMPENSATION COMMITTEE	69
7.1 Composition and operation	72
7.2	Tasks	73
7.3	Activities during the Financial Year	75
8.		CONTROL, RISK AND RELATED PARTY TRANSACTIONS COMMITTEE	78
8.1		Composition and operation	78
8.2		Tasks	79
8.3		Activities during the Financial Year	81
9.		SUSTAINABLE VALUE CREATION COMMITTEE	83
9.1		Composition and operation	83
9.2		Tasks	84
9.3		Activities during the Financial Year	84
10.		INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	87
10.1	Internal Control and Risk Management System	87
10.2	Chief Executive Officer	93
10.3	Internal Audit Manager	94
10.4	Italgas' Regulatory System	96
10.5	Independent auditors	97
10.6	Officer responsible for the preparation of financial reports	98
10.7	Other corporate roles and functions	98

10.8 Coordination between the parties involved in the Internal Control and Risk Management

System	101
11.	INTERESTS OF DIRECTORS AND RELATED-PARTY TRANSACTIONS	103
12.	APPOINTMENT AND REPLACEMENT OF STATUTORY AUDITORS	108

13. COMPOSITION AND OPERATION OF THE BOARD OF STATUTORY AUDITORS 111

14.	RELATIONS WITH SHAREHOLDERS	117
15.	SHAREHOLDERS' MEETINGS	118
15.1	Shareholders' Meeting	118
15.2	Powers of the Shareholders' Meeting	119
15.3	Right to attend	119
15.4	Shareholders' Meetings	120
16.	FURTHER CORPORATE GOVERNANCE PRACTICES	123
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16.1	Organisational model pursuant to Legislative Decree no. 231 of 8 June 2001	123
16.2	The Code of Ethics and the Supervisor	125
16.3	Antitrust Code	126
16.4	Certification UNI ISO 37001:2016	127
16.5 Anti-Corruption Compliance Standards	129
16.6	Whistleblowing Compliance Standards	130
16.7 Personal Data Protection	132
17.	CHANGES SINCE THE END OF THE REFERENCE YEAR	133
Annex 1	137
Tables of the Board of Directors, of the Committees and Board of Statutory Auditors	137
Annex 2	151
Executive Summary - Adhesion to the Corporate Governance Code	151

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GLOSSARY
Shares:	the ordinary shares issued by Italgas.
Borsa Italiana:	Borsa Italiana S.p.A.
CDP:	Cassa Depositi e Prestiti S.p.A.
CDP Reti:	CDP Reti S.p.A., a company subject to direction and coordination by
	CDP.
CEO or Chief Executive	main person responsible for the management of the company, in
Officer	charge of setting up and maintaining Italgas' Internal Control and
	Risk Management System.
Antitrust Code:	the Antitrust Code of Conduct adopted by the Board of Directors on
	18 October 2016 and updated on 27 July 2020 (following such latest
	update renamed the "Antitrust and Consumer Protection Code of
	Conduct").
Italian Civil Code/ c.c.:	the Italian Civil Code, approved through Royal Decree no. 262 of 16
	March 1942 (as later amended).
Corporate Governance	the Corporate Governance Code approved in January 2020 by the
Code	Corporate Governance Committee and promoted by Borsa Italiana
	S.p.A., the ABI, Ania, Assogestioni, Assonime and Confindustria.
Code of Ethics	the Code of Ethics adopted by the Board of Directors on 18 October
	2016 and updated on 24 January 2019, 16 December 2021 as well as
	on 14 December 2022.
Associates/Associate	the following associate companies of Italgas pursuant to the
Companies:	applicable regulations:
	• Metano Sant'Angelo Lodigiano S.p.A.;
	• Umbria Distribuzione Gas S.p.A.;
	•	Enerpaper S.r.l.;
	•	Gesam Reti S.p.A.;
	• Energie Rete Gas S.r.l.;
	•	Gaxa S.p.A.
Committees:	the Committees set up within the Board of Directors pursuant to
	Article 13.8 of the By-Laws.
Board/Board of Directors:	the Board of Directors of Italgas.

Subsidiaries/Subsidiary the following subsidiaries of Italgas pursuant to the applicable

Companies:regulations:

• Italgas Reti S.p.A.;
• Italgas Acqua S.p.A.;
• Italgas Newco S.p.A.;
• Geoside S.p.A.;
• Medea S.p.A.;

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