Composition and Members of the Board
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.
During 2023 the Iren Board of Directors held 22 meetings, with average participation of 97% of its members.
There were 17 Board meetings where ESG issues were discussed, with reference to: approval of the Sustainability Report and material issues; annual budget; sustainable finance programmes and instruments; quarterly ESG performance of the Group; Business Plan to 2030; Corporate Governance; Sustainability Policy; induction programme for the BoD; Remuneration Policy; internal control system, risk management and Group risk map; cyber risk; innovation for green transition; Organisational Model 231; whistleblowing; activities of the Control, Risk and Sustainability Committee; stakeholder engagement; worker health and safety; development of renewables; energy communities; circular economy; business continuity management; antitrust compliance programme; initiatives to support the populations affected by the Emilia-Romagna floods.
Also in 2023, the induction programme continued for Board Members and the Board of Statutory Auditors, aimed at broadening their knowledge of the business sectors in which Iren operates, of company dynamics and their evolution with a view to sustainable success and of the principles of proper risk management, as well as of the reference legislative and regulatory framework. Six induction sessions were held during the year, focusing on: anti-money laundering and anti-corruption compliance; in-depth analysis of business units; internal control and risk management system; executive compensation; cyber security and artificial intelligence. The initiatives were developed both by the relevant Business Unit or Staff Managers and by authoritative external experts. The aforementioned initiatives have been important training, information and communication opportunities, in relation to the corporate, economic, social and environmental aspects.
NAME
Luca Dal Fabbro
Moris Ferretti
Gianluca Bufo
Francesca Culasso
Pietro Paolo Giampellegrini
Paola Girdinio
Enrica Maria Ghia
Francesca Grasselli
Cristiano Lavaggi
Giuliana Mattiazzo
Gianluca Micconi
Patrizia Paglia
Cristina Repetto
Licia Soncini
Giacomo Malmesi
ROLE
President - executive
Vice President - executive
CEO - executive
Director – independent non-executive
Director – independent non-executive
Director - independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
M R
M R
R
M ▲ ● P
M ▲ ● P
M ▲
m ▲ ●
M ▲ ●
M ●
M ▲ ●
M ▲ ●
M ▲ ●
M ▲ ●
m ▲● P
M ▲ ●
COMPETENCES
industry, scientific, risk management and ESG
industry, risk management and ESG
industry, scientific, risk management and ESG
finance, risk management and ESG
industry and legal
IT/OT/IOT, cyber security, scientific, risk management, ESG
industry, legal, risk management and ESG
industry and finance
finance, risk management and ESG
scientific, ESG and IT
industry
industry and finance
finance
industry and ESG
industry, legal, risk management and ESG
GENDER
m
m
m
f
m
f
f
f
m
f
m
f
f
f
m
NATIONALITY
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
IT
Legenda:
▲ Independent ex TUF and ex Corporate Governance Code
● Control, Risk and Sustainability Committee
● Committee for Transactions with Related Parties
● Remuneration and Appointments Committee
P President of the Committee
M Director from the majority list
m Director from the minority list
R Administrator in charge of the internal control and risk management system
* Gianni Vittorio Armani held the position of CEO and General Manager of IREN S.p.A. until 12 June 2023. Following his resignation, in order to ensure stability and continuity of business management, the Board of Directors of IREN S.p.A. met on the same date and applied the current contingency plan, which contains guidance on the allocation of powers among other executive directors (Chairman and Vice-President) within the time necessary for identification, in compliance with the prerogatives reserved to the Syndicate Committee of the Shareholders' Agreement in force between public shareholders, a new CEO.
The majority of Directors are independent in accordance with the CFA and the Corporate Governance Code (11 Directors).
Currently, the female gender is represented on the Board of Directors by 8 out of 15 members, in compliance with gender balance regulations.
As at 10 September 2024, taking into account the changes in the composition of the Board since the date of its establishment (21 June 2022), in terms of age:
The overall average age is about 55.
The Board members have proven expertise in the sector, in finance, economics, law, science and in environmental and social (ESG) sustainability issues. Moreover, the presence within the Board of Directors of different backgrounds, deriving from the educational backgrounds and international professional experiences of more than 50% of the directors, guarantees Iren the integration of different cultural contributions with respect to the area in which the Group operates.
women
men
30-50 years
51-60 years
> 60 years
up to 3 years
> 5 years
more than 5 years
Iren ensures equal opportunities and treatment between genders, also within the entire Company, considering diversities and the inclusion enriching factors for the Group, capable of generating collaboration, organizational efficiency and sharing.
Precisely for this reason Iren has developed a policy on diversity and inclusion and has set up a specific business unit for its implementation and the achievement of the correlated objectives included in the Business Plan.
Chairperson
Luca Dal Fabbro
Since June 2022, he has been Chairperson of the Iren Group
Born in Milan on 8 February 1966, after a degree in Chemical Engineering from La Sapienza University of Rome and a Master's degree in International Politics from ULB at the Centre des Etudes Internationales et strategiques in Brussels, he studied Advanced Management at the MIT Sloan School in Boston.
He has extensive international management experience in the sectors of industry, finance, energy and sustainability. He has been Chairperson of Snam, Executive Chairperson of Renovit, CEO of ENEL Energia and E.On Italia, member of the Board of Directors of Terna. In addition, he was Deputy Chairperson of the Snam Foundation, Deputy Chairperson of Assoesco and Aiget and headed the Far East desk of the Istituto Affari Internazionali.
He is currently Chairperson of the European ESG Institute, Deputy Chairperson of the Circular Economy Network and adjunct professor at LUISS University. He published in 2017 the book “L’economia del Girotondo” (The Circular Economy) on issues regarding the circular economy and in March 2022 the essay “ESG - La Misurazione della Sostenibilità” (ESG - Measuring Sustainability) published by Rubbettino.
Deputy Chairperson
Moris Ferretti
Since May 2019, he has been Deputy Chairperson of the Iren Group
Born in Reggio Emilia in 1972, he holds a degree in Marketing from the University of Modena and Reggio Emilia. His professional career has been carried out in complex medium-sized companies across various sectors, ranging from industry to services and distribution, where over the years he has held several positions such as HR Director, COO, General Manager, and CEO. Among the companies: Unicarni, later Gruppo Unipeg; Assofood; Coopbox Group; Quanta, Gruppo industriale CCPL. He has extensive experience within the Iren Group, where he held notable positions such as Member of the Board of Directors and member of the remuneration and nominations committee of Iren, Board Member of Ireti, Chairman of the Board of Directors of Iren Mercato, Chairman of the Board of Directors of Iren Energia, and Chairman of Iren Acqua. Currently, in order to ensure optimal coordination with the strategic projects of the parent company, he serves as Chairman of Alfa Solutions and Chairman of Iren Ambiente Toscana.
CEO
Gianluca Bufo
Since July 2024 he has been CEO of the Iren Group
Born in Venice on 27 June 1973, he graduated in Mechanical Engineering from the University of Padua. He joined the CFO area of Eni Gas&Power Division in 2000, holding positions of increasing responsibility including Strategic Planning and Management Control. In early 2009, he moved to the commercial area, with responsibility for Business Planning, completing, in particular, the acquisition of the public shares of Toscana Energia Clienti and 100% of Sea Viareggio. Since late 2009, he has been Senior Vice President Operations Retail, achieving significant results in post-sale digitisation, increasing customer satisfaction, and reducing costs to serve of the 8 mln gas and electricity customers. He completed his professional experience in Eni Retail Gas&Power heading the Italy sales area since 2014 as Senior Vice President of Sales. From September 10, 2024, he holds the positions of Chief Executive Officer and General Manager of IREN S.p.A. and, on an interim basis, also serves as Director of the Market Business Unit and Director of Energy Management.
Director
Francesca Culasso
Born in Moncalieri (TO) in 1973, she holds a degree in Economics and Commerce from the University of Turin, where she has been a full professor of Business Economics since 2017. Lecturer in Strategic Planning and Control and Advanced Management Accounting at the Department of Management of the University of Turin, she was elected its Director in 2018.
She is a member of the teaching board of the PhD programme in “Business and Management”, a member of the Governing Council of the “Ferdinando Rossi” School of Advanced Studies (SSST), a member of the Governing Council of the “Struttura Universitaria Interdipartimentale in Scienze Strategiche” (SUISS) and a member of the Management Council of the “Centro Interdipartimentale di Ricerca sul Cibo e Antifrodi” (Interdepartmental Centre for Food and Anti-Fraud Research) of the University of Turin. She is also the University's contact person for the Memorandum of Understanding between the City of Turin, the Politecnico of Turin, the University of Turin and ESCP Business School for collaboration on the ecological transition and transformation of the urban energy system.
She is an affiliate professor at ESCP Business School and an elected member of the Board of Directors of the Italian Association of Business Economics (AIDEA), with responsibility for doctorates and young researchers.
She holds positions as Director and member of internal committees in several companies, and was a member of the Board of Directors, the Management Control Committee and the Related Parties Committee of UBI Banca in the 2019-2020 period.
Director
Enrica Maria Ghia
She has been a member of the Milan Bar Association since 1998. Cassation Lawyer, she is a partner in GHIA Studio Legale Associato with offices in Milan and Rome. Her areas of specialisation are corporate law, commercial law, business crisis law and banking law. She has been involved in corporate restructuring since 2008. She is a lawyer and consultant of major Italian banks and assists numerous domestic and foreign companies operating in the industry and services sectors. She conducts her practice in both judicial and extrajudicial settings. In November 2017, she established JurisNet s.t.a. S.r.l., a law firm with 10 partners and more than 150 affiliates nationwide. In 2018, she established JurisTech S.r.l., an innovative start-up in the legal tech sector developing the JurisPlatform collaboration suite for networks of law firms and in-house legal departments of corporations.
Director
Pietro Paolo Giampellegrini
Born in Massa in 1968, he graduated in Law in 1994 at the University of Parma, Italy. In 1997 he was admitted to Bar of Massa Carrara, subsequently qualifying to practice in the High Court and the Supreme Court of Cassation. After working for a time as a self-employed lawyer, in December 2016 he was appointed General Secretary of the Liguria Regional Government, a position that involved, among other things, the coordination of the regional council's departments and sectors. He is currently still in the post. From April 2018 to December 2020, he was Special Commissioner of the Regional Tourism Promotion Agency 'in Liguria'. He has also been a Subject Tutor in ICT “Information and Communications Technology” for the Public Administration at the University of Genoa and an Adjunct Professor of the teaching “Territory, Environment and Sustainable Development” supplementary to the official course “Comparative and European Constitutional Law” in the same University. He has served as member of the Board of Directors of the Carige Foundation and has been a member of the Board of Directors of Cornigliano S.p.A. One of many other positions held until 2015 was membership in the Supervisory Board pursuant to Italian Legislative Decree 231/01 of the Cassa di Risparmio di Carrara. Since 28 June 2019, he has been Chairperson of the Board of Directors of IREN Mercato.