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 21 June 2022 for three years (2022-2023-2024), expiring on the date of the Shareholders' Meeting to be convened to approve the financial statements for the year ending 31 December 2024.

The majority of Directors are independent in accordance with the CFA and the Corporate Governance Code (11 Directors).

The female gender is represented on the Board of Directors by 8 out of 15 members, in compliance with gender balance regulations.

⁽¹⁾  Appointed by co-option, pursuant to Article 2386 of the Italian Civil Code, as Director of IREN S.p.A. by the Company's Board of Directors on 10 September 2024 and simultaneously appointed as Chief Executive Officer and General Manager of the Company.

⁽²⁾ Appointed as Director by the Shareholders' Meeting of IREN S.p.A. of 27 June 2024.

On 15 February 2022, consistent with the Corporate Governance Code, the Board of Directors of IREN S.p.A. in office at the time approved the Regulations for the Operation and Management of Disclosure 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.

By resolution of 13 October 2022, the Board of Directors of Iren S.p.A. approved an update to the aforementioned regulation.

During FY 2023 the IREN Board of Directors held a total of 22 (twenty-two) meetings, with 97% average participation of its members. The average duration of the meetings was about 2 hours and 50 minutes.

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 2023, 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 art. 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 2023, there has been 1 meeting of Directors, currently in office, who meet the independence requirements pursuant to articles 147-ter, paragraph 4, and 148, paragraph 3 Consolidated Law on Finance/Recommendation No. 7 of the Code.

The meeting was coordinated by Director Licia Soncini, who, since the inauguration of the Board of Directors for the three-year period 2022-2024, has held the role of Coordinator of the Independent Directors, with the respective functions contained in the Regulation "Group of Independent Directors: Operating Guidelines', adopted by the Directors themselves.

Following in-depth studies already started in 2023, the Board of Directors, in adherence to the Corporate Governance Code for Listed Companies and national and international best practices, formalised the appointment of a Lead Independent Director ("LID"), identified in the director Enrica Maria Ghia (who meets the requirements of independence and professionalism for the role). The LID will carry out the functions set forth in the Corporate Governance Code, which were largely already the responsibility of the Coordinator of Independent Directors, director Licia Soncini, who took an active role in fostering the evolution of the role in the specific figure. The LID will therefore represent a point of reference and coordination of the requests and contributions of the Independent Directors within the Board of Directors.

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 Risk Control 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.

With resolutions passed on 21 June 2022, the Board of Directors established a Remuneration and Appointments Committee, in the persons of Gianluca Micconi (independent), Patrizia Paglia (independent), Cristiano Lavaggi and Pietro Paolo Giampellegrini (independent), the latter acting as Chairperson.

During 2023, the Remuneration and Appointments Committee held 18 (eighteen) meetings of the Remuneration and Appointments Committee (of which 3 - three - held jointly with the IREN S.p.A. Control, Risk and Sustainability Committee), with a participation of 90% of its members. The average duration of the meetings was 50 (fifty) minutes. 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. 

With a resolution passed on 21 June 2022, the Board of Directors, which plays a role in guiding and assessing the adequacy of the system, set up the Control, Risk and Sustainability Committee, in the persons of Giacomo Malmesi (independent), Enrica Maria Ghia (independent), Tiziana Merlino (independent) and Francesca Culasso (independent), the latter acting as Chairperson.

By resolution of 10 September 2024, the Board of Directors of IREN S.p.A. appointed Director Paola Girdinio as a new member of the Control, Risk and Sustainability Committee following the resignation of Tiziana Merlino from the position of Director and member of the aforementioned Board committee, effective as of 1 September 2024.  Paola Girdinio also meets the independence requirements for assuming this role as set forth in the Corporate Governance Code, as well as the expertise in risk management, with a particular focus on cyber risk.

During 2023, the Control, Risk and Sustainability Committee held 21 (twenty-one) meetings (of which 3 – three –  jointly with the Remuneration and Appointments Committee), with 99% participation of its members. The average duration of the meetings was about 2 (two) hours.

As per the recommendations of the Code, all the meetings of the Committee were attended by the Chairperson 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 21 June 2022, the following independent Directors are members of the Related Party Transactions Committee: Francesca Grasselli (independent), Cristina Repetto (independent), Giuliana Mattiazzo (independent) and Licia Soncini (independent), the latter acting as Chairperson.

During the financial year 2023, the RPTC held 6 (six) meetings. Attendance at meetings by members was 100% and the average duration of meetings was approximately 50 (fifty) minutes.

All RPTC meetings were attended by the Chairperson of the Board of Statutory Auditors and, some meetings, another member of the Board of Statutory Auditors.

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 27 June 2024, the Shareholders’ Meeting appointed the members of the Supervisory Board; their term expires upon approval of the 2026 Financial Statements. 

• Chair of the Board of Statutory Auditors - Sonia Ferrero 
• Standing Auditor - Ugo Ballerini 
• Standing Auditor - Donatella Busso 
• Standing Auditor - Simone Caprari 
• Standing Auditor - Fabrizio Riccardo di Giusto 
• Substitute Auditor - Lucia Tacchino 
• Substitute Auditor - Carlo Bellavite Pellegrini

At the time of submitting their nominations, the newly appointed members of the Board of Statutory Auditors declared that they are in possession of the requirements of honourableness prescribed by current legislation as well as the requirements of independence pursuant to the provisions of Legislative Decree 58/1998 (hereinafter "TUF") as well as by the Corporate Governance Code of Listed Companies (January 2020) according to the governance assessments adopted by IREN S.p.A.

The Board of Statutory Auditors, during one of its meetings, assessed the existence of the aforementioned requirements for the newly appointed members of the Board, in compliance with the requirements of the Corporate Governance Code. 

During 2023, 12 meetings of the Board of Statutory Auditors previously in office were held, with 95% participation of its members. The outcome of the supervisory activities of the Board of Statutory Auditors previously in office during the year 2023 is shown in the Report to the Shareholders' 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 Corporate Governance Code. The guideline was made available to the public in a timely manner through publication in advance of the 27 June 2024 Shareholders' Meeting, which, as already mentioned, provided for the renewal of the Board of Statutory Auditors for the three-year term 2024-2026.

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.