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 24 April 2025 for three financial years (2025-2026-2027) and will remain in office until the Shareholders' Meeting convened to approve the financial statements for the year ending 31 December 2027.
During 2025, the Iren Board of Directors held 17 meetings, with an average attendance of 96% of its members.
During 2025 (the year in which the Board of Directors was renewed), the Board of Directors – following any preliminary review, within their respective areas of responsibility, by the Control, Risk and Sustainability Committee or the Related Parties Committee – addressed a number of matters relevant in terms of impacts, risks and opportunities. These included: periodic reporting by the Supervisory Body on matters relevant to the Group's Legislative Decree 231/2001 compliance system; review of the results of the impairment test; examination of strategic initiatives and M&A transactions (both from a risk perspective and with regard to ESG aspects), as well as material related-party transactions; adoption and updating of procedures and documents supporting the effectiveness of the internal control and risk management system, together with the review of significant matters in this area (including approval of the Group Audit Plan and the findings of specific audit activities); updates to certain risk policies; approval of the Risk Management Department's work plan; approval of the three-year Crisis Simulation Plan and Business-as-Usual Testing Plan prepared under the Group Business Continuity Management Project; review of the 2025 remuneration policies and short-term incentive schemes for executive directors and Group executives with strategic responsibilities; periodic review and update on the implementation of measures required under Directive (EU) 2022/2555 (the "NIS 2" Directive) and Legislative Decree No. 138/2024 concerning cybersecurity and corporate governance; and reporting on the power outages that occurred during the summer period on the Turin electricity network.
In 2025, also taking into account the renewal of the Board of Directors’ term of office on 24 April 2025, at the initiative of the Chair of the Board of Directors, an induction programme was organised for the members of the Administration and Control Bodies. The aim of this programme was, on the one hand, to explore in depth the business sectors in which IREN operates, corporate dynamics and their evolution, and, on the other hand, to examine the principles of proper risk management and the relevant regulatory and self-regulatory framework, through a series of meetings lasting an average of one hour each. In light of the above, the induction programme conducted in 2025 covered the following topics:
In addition to the involvement of the Delegated Bodies and the relevant company managers, authoritative external representatives also contributed to some meetings, providing testimonials from comparable realities in the various areas relevant to IREN operations.
All the aforementioned initiatives have been, in various ways, important training, information and communication opportunities, in relation to the corporate, economic, social and environmental aspects.
NAME
Luca Dal Fabbro
Moris Ferretti
Gianluca Bufo
Sandro Mario Biasotti
Stefano Borotti
Francesca Culasso
Daniele De Giovanni
Paola Girdinio
Giacomo Malmesi
Giuliana Mattiazzo
Patrizia Paglia
Davide Piccioli
Cristina Repetto
Elisabetta Ripa
Elisa Rocchi
ROLE
Chairman of the Board
of Directors and Chief
Financial and Strategy
Officer, Head of Strategic
Areas – Executive
Vice Chairman of the
Board of Directors and
Chief Human Resources,
Corporate Social Responsibility
and Strategy Officer, Head of
Strategic Areas - Executive
Chief Executive Officer
(CEO) and General Manager
– 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 – non-executive
Director – independent non-executive
Director – independent non-executive
Director – independent non-executive
M R
M R
M R
M ▲ ●
M ▲ ●
M ▲ P
M ▲ ●
M ▲ ●
M ▲ ●
M L ▲ ●
M ▲ ●
M ●
M ▲ ●
m ▲ P
M ▲ P
COMPETENCES
Industry, scientific, risk management and ESG
Industry, risk management, ESG and finance
Industry, scientific, finance
Industry and legal
Industry and ESG
Scientific, risk management, ESG and finance
Industry, risk management and finance
Scientific, risk management, IT/OT/IOT,
cyber security and innovation
Industry, legal, risk management and ESG
Scientific, ESG, IT/OT/IOT and innovation
Industry and innovation
Industry, IT/OT/IOT and innovation
Finance and legal
Scientific, risk management, finance and innovation
ESG, legal, IT/OT/IOT and innovation
GENDER
m
m
m
m
m
f
m
f
m
f
f
m
f
f
f
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 (of the corresponding color)
M Director from the majority list
m Director from the minority list
R Administrator in charge of the internal control and risk management system
The majority of Directors are independent in accordance with the Consolidated Law on Finance (TUF) and the Corporate Governance Code (11 Directors).
Currently, women represent 7 of the 15 members of the Board of Directors, in compliance with the applicable gender balance regulations.
As at 31 December 2025, taking into account the current composition of the Board of Directors, in terms of age:
Board members have proven expertise in the utilities sector, as well as in finance, economics, law, science together with extensive experience in innovation, risk management, information technology (IT), cybersecurity, and environmental, social and governance (ESG) matters. The diversity of their educational backgrounds and professional experience, including international experience, contributes to bringing different cultural perspectives to the Board, enriching the Company's governance and supporting the Group's activities.
women
men
30-50 years
51-60 years
> 60 years
> 5 years
< 3 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
Chair of the Board Of Directors and also Strategic Director of Finance and Strategies Delegated Areas
Luca Dal Fabbro, Executive Chair of the IREN S.p.A. Group and Managing Director of the Xenon Fidec Fund, has extensive international management experience in industry, finance and energy. He has been Chair of Snam, Executive Chair of Renovit, CEO of ENEL Energia and E.On Italia, board member of Terna and listed in Paris the company Electro Power System. In addition, he was Deputy Chair of the Snam Foundation, Deputy Chair of Assoesco and Aiget and headed the Far East desk of the Istituto Affari Internazionali and worked in various managerial positions for Procter & Gamble. He is also currently Chair of the European ESG Institute, Chair of Utilitalia, Deputy Chair of Elettricità Futura, Deputy Chair of Cisa Ambiente and Deputy Chair of the Circular Economy Network. He is adjunct professor at LUISS University. He published in 2017 the book "L'economia del Girotondo" on circular economy issues, in March 2022 the essay "ESG - La Misurazione della Sostenibilità" and in june 2025 "Proteggere la sostenibilità" (Protect the sustainability).
Deputy Chairperson
Moris Ferretti
Deputy Chair of the Board Of Directors and also Strategic Director Human Resources, CSR and Strategies Delegated Areas
Born in Reggio Emilia in 1972, he holds a degree in Marketing from the University of Modena and Reggio Emilia. He gained his professional experience in complex medium-sized enterprises in various sectors ranging from industry to services to distribution, where he held various positions over the years, such as Personnel Manager, Operations Manager, General Manager and Chief Executive Officer. Among the companies Unicarni then Unipeg Group; Assofood; Coopbox Group; Quanta; CCPL Industrial Group. He has extensive experience within the IREN S.p.A. Group, having held a number of key roles, including Director and member of the Remuneration and Appointments Committee of IREN S.p.A., Director of Ireti, Chair of the Board of Directors of Iren Mercato, Chair of the Board of Directors of Iren Energia, Chair of Iren Acqua and Chair of Iren Ambiente Toscana. To ensure optimal coordination with the Parent Company's strategic projects, he is Chair of Alfa Solutions. Currently Executive Deputy Chair with Delegations for Corporate Affairs, Corporate Social Responsibility and Territorial Committees, Internal Audit and Compliance, Personnel and Organisation.
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. In 2000, he joined the CFO area of Eni Gas&Power Division, 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 digitalisation, 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. Since 10 September 2024, he has held the position of Chief Executive Officer and General Manager of IREN and, ad interim, also the position of Energy Management Director.
Director
Sandro Mario Biasotti
Born in Genoa on 2 July 1948. At the age of 20, he left his studies at Bocconi University and joined the small road haulage company he had inherited from his father. Over the course of 20 years, he built a group of 17 companies that became leaders in integrated logistics for container transport in Italy. He sold the Group in 1998 and immediately entered the automotive sector, over the years becoming a Mercedes, Smart, BMW and Volkswagen dealership in Liguria and Piedmont and establishing one of the most important Italian groups, with 250 employees and a turnover of over 220 million. In 2000, he entered politics as a member of the centre right and was elected Governor of the Liguria Region, serving until 2005. In 2008, he was elected Member of Parliament and then re-elected in 2013. In 2018, he was elected to the Senate. He sits on the Board of Directors of Biasotti Group S.r.l., which focuses on real estate. In 2025, he was appointed member of the Board of Directors of IREN S.p.A.
Director
Stefano Borotti
Born in Piacenza on 24 May 1963. From 1998 to 2025, he was General Manager of Unicoop, a company specialising in the design and management of social, health, welfare and educational services. He has developed expertise in the planning and monitoring of business management and development strategy, with particular focus on the areas of business economics, human resources and commercial relations with public and private clients. He was Chair of the Board of Directors of Unicoop from 2001 to 2007 and a Director of the Piacenza and Vigevano Foundation from 2001 to 2006. He holds a degree in Architecture, specialising in Urban Planning, from the Polytechnic University of Milan.
Director
Francesca Culasso
Born in Moncalieri (TO) in 1973, she holds a degree in Economics 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 and concluded her second mandate in 2024. In 2025, she was appointed Rector’s Delegate for the coordination and development of resource planning, management control and the financial statements of the University of Turin. At the University of Turin, she is also a member of the teaching board of the PhD programme in ‘Business and Management’, Head of the Level 2 Master’s programme in D-ESG and Head of Impact. She is also member of the Board of Directors of the Italian Association of Business Economics (AIDEA), with responsibility for doctorates and young researchers. She is the author of numerous national and international publications and participates in various research projects, including in collaboration with local institutions. She actively contributes to the achievements of her university's third mission and public engagement activities. She has been an affiliate professor at ESCP Business School. She holds positions as director and member of Board Committees in various groups and listed and unlisted companies.
Director
Daniele De Giovanni
Born in Palermo on 8 July 1960, he graduated in Statistical and Economic Sciences from the University of Bologna. He subsequently obtained a Master’s degree in Economics from the London School of Economics and a PhD in Economics from Ca’ Foscari University, with periods of study at MIT. He began his professional career as a researcher at the University of Bologna, where he also served as a teaching assistant in the departments of Economics and Industrial Policy and Economic Policy. He has also been a visiting professor at Stanford University and a lecturer at various postgraduate schools. He then began his managerial career, holding various positions at IRI S.p.A., Alitalia S.p.A., Telecom Italia S.p.A., 9 Telecom SA and British Telecom. He also served as a Director on the Board of Alitalia. He subsequently held the position of Head of the Office of the Prime Minister. Following this experience, he resumed his managerial career within the ENI Group, holding various positions, including CFO of the Gas division. He subsequently served as Chair and CEO of Enipower S.p.A. and CEO of Union Fenosa Gas (Spain). He has also served as a board member of SAVE S.p.A., Blue Stream Pipeline Company BV, South Stream Gas Transportation Company BV, Qahlat LNG and the Spanish Egyptian Gas Company. Daniele De Giovanni is also the author of publications and has contributed to scientific journals and Il Sole 24 Ore. He is currently Board Director of SEA S.p.A.
Director
Paola Girdinio
Professor Paola Girdinio is currently Lecturer of Electrical Engineering at the Faculty of Engineering of the University of Genoa, where she was Dean from 2008 to 2012. She has previously held positions on the boards of directors of Enel, Ansaldo STS, the Ligurian Marine Technology District, Banca Carige, D'Appolonia, Fondazione Carige, and Banca Popolare di Bari. She currently holds the positions of Board Member in Ansaldo Energia and in Ansaldo Nucleare, as well as Chair of the Centre of Competence on Security and Optimisation of Strategic Infrastructure 4.0. She is president of the National Observatory for Cyber Security, Resilience and Business Continuity of Electricity Systems.
Director
Giacomo Malmesi
Born in Parma in 1971, he graduated in Law at the University of Parma, and is a lawyer admitted to the Court of Cassation. He is a legal consultant in the commercial and corporate sectors, dealing with commercial contracts, directors' liability, independent auditors and boards of statutory auditors, as well as banks' liability from aggravating financial collapse, abusive lending practices and in bankruptcy procedures. He is a consultant to the company and member of the Board of Directors. After the local football company declared insolvency in 2015, together with a group of entrepreneurs in the Parma region, he established Parma Calcio 1913. He holds the office of Deputy Chair and has contributed to the city's club been promoted from serie D to serie A. Since May 2019, he has sat on the Board of Directors of Iren S.p.A., of which he chaired the Control, Risk and Sustainability Committee from 2019 to 2022. From 2019 to 2022, he was a member of the Board of Directors of Iren Ambiente S.p.A. Since 2022, he has been Chair of the BoD of Ireti S.p.A.
Director
Giuliana Mattiazzo
Born in Turin in 1966, she graduated in Aeronautical Engineering and received a PhD in Applied Mechanics from the Polytechnic University of Turin. She is a Full Professor at the Department of Mechanical and Aerospace Engineering at the Polytechnic University of Turin and has been Vice Rector for Scientific and Technological Innovation at the Polytechnic University of Turin since 2024. Coordinator of the MOREnergy Lab research group, she focuses on energy from renewable sources, primarily marine, and the development of energy transition scenarios, especially for island locations, as a regional partner of the EU Islands Secretariat. She is a founding partner of four academic spin-offs. She holds board positions at LIFTT S.p.A. and NEVA Finventures.
Director
Patrizia Paglia
Born in Turin in 1971, she graduated in Economics and Commerce at the University of Turin, with a research thesis on Energy Management in SMEs with the Department of Georesources and Territory of the Polytechnic University of Turin. A member of the Order of Chartered Accountants of Turin since 1996 and of the Order of Auditors of Turin since 1999, she works as a freelance director of a group of companies in the automotive sector. Since 2010, she has held representative positions in a number of local associations. She has been Chair of Confindustria Canavese and Confindustria Canavese Servizi, and a member of the Confindustria National Tax Commission. She has been member of the Turin Chamber of Commerce Council since 2025 and member of the Board of Directors of C.IA.C. Consorzio InterAziendale Canavesano for professional training.
Director
Davide Piccioli
He holds a degree in Business Administration from the University of Parma and has been registered in the Register of Chartered Accountants and the Register of Statutory Auditors since 2007. He works as a chartered accountant and statutory auditor, and has extensive experience in the fields of corporate governance, internal control systems, and administration and control, gained in both public and private sectors. He is the Chief Executive Officer and General Manager of Spezia Risorse S.p.A. He also holds positions as chair and member of the supervisory bodies of industrial, financial and sports companies. Throughout his career, he has held numerous positions on boards of directors, boards of auditors and foundations, and has also acted as a liquidator for companies operating in various economic sectors. He gained professional experience in the fields of management control and finance before moving into private practice on a permanent basis, with a focus on corporate consultancy and corporate control.