Governance

Governance struttura

Upon the listing of its shares, which occurred (December 2002), the Company adopted the rules of conduct of the Corporate Governance Code promoted by Borsa Italiana, thereby configuring its system of corporate governance, which is the set of standards and behavior guidelines deployed to ensure the efficient and transparent functioning of its corporate governance and internal control systems, consistent with the recommendations of the above mentioned Code. This system was changed from time to time to reflect the change to the Code and, with the exceptions mentioned below, is consistent with the rules set forth in the July 2014 edition of the Code.

Consistent with its status as a company under Italian law Edison adopted a system of corporate governance, based on a conventional organizational model that comprises: The Shareholders’ Meeting, a Board of Directors (which also operates through the Chief Executive Officer and the Directors who are empowered to represent the Company and is supported by Committees established with the framework of the Board of Directors), a Board of Statutory Auditors, the Independent Auditors and the 231 Oversight Board.

In addition to those listed above, governance entities include the Special Meeting of Savings Shareholders.

The governance structure is integrated and enacted through the Company’s management structure, the main components of which include the following:

  • an Executive Committee (“Comex”), established in 2012, the composition of which was changed over time due to changes in the organisational structure, led by the Chief Executive Officer and comprised of the managers of the Divisions representing the Company’s main business areas, which provides support for the activities of the Chief Executive Officer. This body includes the Directors of the 5 business Divisions (Exploration & Production; Power Asset; (which until July 2019 also included Engineering); Midstream Gas, Energy Management & Optimisation; Gas & Power Market; Energy & Environmental Services Market), and the Directors of the 7 management and cross-company and support Divisions (Finance; Legal & Corporate Affairs; Human Resources & ICT; External Relations & Communication; Strategy, Corporate Development & Innovation, Sustainability, Institutions & Regulation and, since July 2019, the Director of the newly formed Engineering Division;
     
  • management committees to support top management in the management of specific and relevant decision-making processes and/or particular issues, including the Commitments and Investments Committee, the Risk Committee, the Audit and Ethics Committee and the Advisory People Development Committee;
     
  • the organisational operating structure, consisting of business units and departments, each responsible for managing important and homogeneous business areas or areas that provide support and services to the business areas;
     
  • The Code of Ethics, the specific models, protocol and management systems concerning issues governed by Legislative Decrees No. 231/2001 and No. 262/2005, concerning the protection of privacy and occupational health and safety, subject to systematic updates to take into account the evolution of regulations on the matter and changes in the Group’s organizational structure, internal operating procedures, the proxy system and internal and external delegations of authority;
     
  • The Internal Auditing Department, which reports directly to the Board of Directors, provides support and liaison services for the activities of the Oversight Board and, at the operational level, is coordinated by the General Counsel Department, to which the Board of Directors assigned responsibility for facilitating interaction by the Internal Auditing Department with the Board of Directors, the Board of Statutory Auditors and the Oversight Board.

Lastly, for several years the Company has focused its efforts on economic growth, which is also able to minimize the impact of its activities on the environment and the social context. Starting from 2017, in line with the EU provisions incorporated into our legal system with Legislative Decree No. 254 of December 30, 2016, it has also prepared a Non-Financial Statement (“NFS”) which is an integral part of the financial statements documentation. In this regard, please recall that starting from 2004 Edison was one of the first companies in Italy to prepare a Sustainability Report on a voluntary basis, which it subjected to a voluntary audit by the Independent Auditors. The NFS relating to the year 2019 was approved by the Board of Directors at its meeting on February 13, 2020.

In this respect please note that, within the Sustainability, Institutions & Regulation Division, there has been a specific unit for some time now - the Sustainability and Corporate Social Responsibility Initiatives Function - responsible for the management of matters linked to sustainable development.