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
Member: Cristina Tommasini, Romualto Cirillo
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: Massimo Prelz Oltramonti
Members: Elise Collange, Romualdo Cirillo
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: Massimo Prelz Oltramonti
Members: 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:
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.
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.
Commitments must be kept; communications are done in good faith, and with a spirit of providing sincere information.
ENGIE attaches the utmost importance to tolerance, respect for the rights of persons, their dignity and their singularity, and to respecting different cultures.
The Organizational and Management model of Electro Power Systems (“Modello di Organizzazione, Gestione e Controllo, the “Model“) was initially adopted in 2012 and amended from time to time according to law changes and organisational needs. The Model in force has been formally adopted by the ENGIE Eps’ Board of Directors on 8th February 2017 and implemented as per ENGIE Eps’ Board resolution dated 14th December 2017. On 8th February 2017 the Board 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. The Group Companies adopted also a Code of Ethics, which is an integral and substantial part of the Model and Anti-Corruption Guidelines. All the Group Companies are compliant to the principles and guidelines set forth in the Model, in the Code of Ethics and in the Anti-corruption Guidelines, which can be considered the basis of the Group’s conduct.
A copy of the current complete Model can be requested by sending an e-mail to the following address:
Any breaches or suspected non-compliance with the rules and provisions of Decree 231 and/or the Model and/or any other pertinent information concerning the implementation of the Model should be highlighted to the supervisory body (Organismo di Vigilanza) informing also the legal department of ENGIE Eps Group. Communication shall be sent in writing to the following address:
To: Organismo di Vigilanza di ENGIE Eps
Copy to: Roberta Romano
c/o: Legal, Compliance and Regulatory Affair
Address: Via Anton Francesco Grazzini, 14
20158 Milan (Italy)
E-mail at the following address: email@example.com