Corporate Governace
Corporate governance
The Board Committees
The Board’s discussions and decisions are supported by the preparatory work performed by its Committees, which report to it on a regular basis.
The remits of each Committee are described in detail in the Corporate Governance Report and in the Registration Document, updated on a yearly basis.
The Committees strictly act within the framework of the remits attributed by the Board. They actively prepare and submit proposals to it, without having any decision-making power.
Acting under the responsibility of the Board, the Audit Committee is in charge of monitoring issues relating to the preparation and control of accounting and financial information, the efficiency of the Internal Control and risk management systems, the statutory audit of the annual and, where applicable, the consolidated accounts by the Statutory Auditors and finally the Statutory Auditors’ independence.
In agreement with the General Management, the Committee may also obtain information from people who are able to assist it in the performance of its mission, and in particular senior managers in charge of economic and financial issues and those in charge of information processing.
Chairman: Massimo Prelz Oltramonti
Members: Mireille Van Staeyen, Anne Harvengt
The mission of the Remuneration Committee is to formulate proposals with regard in particular to the fixed and variable remuneration of the Corporate Officers and top management (i.e. Chairman of the Board, Chief Executive Officer, Executive Director, Chief Operating Officer, Chief Financial Officer); the total amount of the Board attendance fees to be submitted to the Annual General Meeting and the method of distribution of such fees; the implementation of long-term incentive plans such as, for example, those that could provide for the distribution of stock appreciation rights or for free grants of shares.
The Committee examines all the other components of the Human Resources policy such as, for example, labour relations, recruitment, diversity, talent management and fostering employee loyalty.
The Committee also makes sure that the rules of ethical conduct, as set out in the Ethics Charter, Practical Guide to Ethics and all Group’s ethics and compliance reference documents are widely disseminated, known and put into practice. Such documents define the Group’s fundamental ethical principles: respect for the law, honesty and integrity, loyalty and respect for the others.
Chairman: Romualdo Cirillo
Members: Alice Tagger, Luigi Michi
The overall role of the Committee is to ensure that the contractual, commercial, financial and industrial relationships between the Company and its subsidiaries on the one hand and the ENGIE group on the other hand, are conducted at arm’s length.
More specifically, the Committee: (1) review, before they are finalized, the allocation of work, responsibilities, revenue and potential margin, between the Company or one of its subsidiaries and an entity of the ENGIE group when they are working, or intend to work, on a significant proposed project, tender or response to a request for proposal; (2) review, before they are entered into, the significant agreements between the Company or one of its subsidiaries and an entity of the ENGIE group, regardless of whether they fall within the purview of articles L.225-38 et al. of the French Commercial Code or within the purview of the provisions of the by-laws of the Company that provide for the approval of certain types of agreements by the Board; and (3) every year, ahead of the annual Shareholders’ Meeting, proceed with an overall review of the contractual, commercial, financial and industrial relationships between the Company and its subsidiaries and the ENGIE group and present its conclusions to the Board.
Chairman: Luigi Michi
Members: Massimo Prelz Oltramonti, Romualdo Cirillo
Ethics and Compliance
In keeping with its values and commitments, ENGIE seeks in all circumstances to act in accordance with the laws and regulations in force in the countries where it operates.
To achieve this goal, the Group established a code of conduct that underpins the day-to-day strategic decisions, management and professional practices of the Group. It also introduced the tools needed to measure compliance with this commitment.
Ethics refers to the concrete application of what is morally acceptable in different settings. It involves a practical set of questions about what can and cannot be done in specific situations.
Adopting ethical behavior means acting in accordance with a set of values in every circumstance.
Compliance includes all of the procedures in place to respond to the Group’s ethical objectives. It ensures that appropriate measures are taken to put our commitments into action.
As it is a performance driver and a reflection of the company’s values, ENGIE has decided to place ethics at the core of its strategy, management and the professional practices of its employees. With that in mind, the Group has allocated the resources it needs to manage and control all ethics procedures, tracking how the actions it takes comply with its commitments.
ENGIE’s ethics and compliance policy is rooted in four principles:
01.
Act in accordance with laws and regulations
In every circumstance, Group employees and entities must observe international, federal, national and local law, as well as business ethics rules pertaining to their activities.
02.
Behave honestly and promote a culture of integrity
Honesty and integrity must govern both business and interpersonal relationships, and everyday professional practices. As a consequence, ENGIE encourages reporting of ethical incidents. No employee may be sanctioned for using a reporting measure for these incidents, selflessly, in good faith, and in accordance with the conditions set out by the law.
03.
Be loyal
Commitments must be kept; communications are done in good faith, and with a spirit of providing sincere information.
04.
Respect others
ENGIE attaches the utmost importance to tolerance, respect for the rights of persons, their dignity and their singularity, and to respecting different cultures.
Following the application of the Italian legislative decree of 8 June 2001, n. 231, which introduced for the first time the concept of “administrative responsibility” for companies, ENGIE EPS Italia S.r.l. (formely EPS Elvi Energy S.r.l.), Italian limited liability company subject to direction and coordination of ENGIE EPS S.A.,in line with its pursuit of a style of management based on efficiency, transparency and loyalty, in all aspects of its day-to-day operations, has adopted the Organisational, Management and Control Model (the “Model”).
The Model was approved by the Board of Directors of ENGIE EPS Italia S.r.l. by resolution on 8 February 2017 and subsequently integrated by resolution on 14 December 2017 and 27 July 2020. On 27 July 2020 the Board of Directors of ENGIE EPS Italia S.r.l. has updated the Model.
On 8th February 2017 the Board of Directors of ENGIE EPS Italia S.r.l. appointed the so-called “Organismo di Vigilanza”, the supervisory body that guarantees a proper application of the Model within the ENGIE Eps Group.
The Model, which is compliant with the guidelines drawn up by trade associations and corporate governance best practices, consists of a general section (“Parte Generale”) that contains main principles and a more detailed section (“Parte Speciale”) including procedures and Group policies put in place in order to prevent any criminal offence committed by top management and employees.
The Model will be subject to further updates and integrations in light of the legislative and regulatory changes or Group’s developments.
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