Treasury shares

The company did not own any treasury shares as at 31 December 2021.

Related party transactions

Based on Italgas’ current ownership structure, Italgas related parties include, in addition to directors, statutory auditors, executives with strategic responsibilities, companies associated with the Group or under its joint control, also the subsidiaries directly or indirectly controlled by CDP, therefore including the shareholder Snam, and the Ministry of Economy and Finance (MEF). Transactions with these entities relate to the exchange of assets, the provision of services and, in the case of CDP, the provision of financial resources.

These transactions are part of ordinary business operations and are generally settled at arm’s length, i.e. the conditions which would be applied between two independent parties. All the transactions carried out were in the interest of the companies of the Italgas Group.

Pursuant to the provisions of the applicable legislation, the Company has adopted internal procedures to ensure that transactions carried out by the Company or its subsidiaries with related parties are transparent and correct in their substance and procedure.

The Directors and Statutory Auditors declare potential interests that they have in relation to the Company and the Group every six months, and/or when changes in said interests occur; in any case, they promptly inform the Chief Executive Officer (or the Chairman, in the case of the Chief Executive Officer’s interests), who in turn informs the other directors and the Board of Statutory Auditors, of the individual transactions that the Company intends to carry out and in which they have an interest.

CDP and CDP Reti consolidate Italgas pursuant to IFRS 10. In addition, through the Board of Directors’ decision of 1 August 2019, CDP reclassified its investment in Italgas S.p.A. as a controlling interest pursuant to Article 2359, paragraph 1.2) of the Italian Civil Code and Article 93 of the CLF. Italgas is not subject to management and coordination activities by CDP.

As at 31 December 2021, Italgas manages and coordinates its subsidiaries, pursuant to Article 2497 et seq. of the Italian Civil Code.

The amounts involved in commercial, miscellaneous and financial relations with related parties, descriptions of the key transactions and the impact of these on the balance sheet, income statement and cash flows, are provided in the paragraph “Related-party transactions” of the Notes to the consolidated and separate financial statements.

Relations with Key Managers are shown in the paragraph “Operating costs” of the Notes to the consolidated financial statements.

Operating performance of subsidiaries

For information on the outlook of areas where Italgas operates in whole or in part through subsidiaries, please refer to “Operating performance” and “Comment on the economic and financial results” of this Report.

Branch offices

In compliance with Art. 2428, fourth paragraph of the Italian Civil Code, note that the Italgas does not have secondary offices.

Research and development

Research and development activities carried out by Italgas are not of a considerable amount. For more details, see the notes to the Consolidated Financial Statements.

Significant events after year end

The significant transactions carried out after 31 December 2021 are summarised below. The Integrated Annual Report has been submitted to the examination of the Company’s Board of Directors and its publication was authorised on 9 March 2022. Therefore, this document does not note any events that occurred subsequent to that date.

Capital transactions 

  • On 09 March 2022, in execution of the 2018-2020 Co-Investment Plan approved by the Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Board resolved on the free allocation of a total of 477,364 new ordinary shares of the Company to the beneficiaries of said Plan (second cycle of the Plan) and started the execution of the second tranche of the capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of € 591,931.36, taken from retained earnings.

Legal and Regulatory

  • With the ruling of 14 February 2022, the Regional Administrative Court of Lombardy upheld the appeal brought by Italgas Reti and annulled ARERA resolutions no. 163/2020/R/Gas and no. 567/2020/R/Gas with which the premiums and penalties related to the safety recoveries of the natural gas distribution service were determined in 2016 and 2017.

Other events

  • on 18 January 2022, Italgas signed an agreement with Buzzi Unicem, an international group focused on the production of cement, concrete and natural aggregates, for the conduct of a feasibility study relative to the development of Power-to-Gas plants in combination with CO2 (carbon) capture systems at the production plants of Buzzi Unicem, with a view to assuring greater environmental sustainability and support for the energy transition;
  • on 28 January 2022, Medea completed the conversion from LPG to natural gas of the distribution networks serving the municipalities of Tortolì, Girasole, Loceri and Talana in the province of Nuoro (Basin 22), for a total of around 15,000 inhabitants and involving around 84 kilometres of network, also replacing traditional meters with smart meters. The operations in these 4 municipalities follow those already completed in December in Osini, Gairo, Sant’Elena, Ulassai, Seui (Basin 22) and Pattada (Basin 10) for a total of 34 Sardinian municipalities already converted from LPG to natural gas. With the switch to methane of Gairo Taquisara and Cardedu, expected for the spring, Medea will complete its conversion programme on the island, which involves a total of 500 kilometres of pipes supplied by 31 LNG cryogenic depots;
  • on 1 February 2022, Italgas was included for the third year running in the Sustainability Yearbook 2022, the annual S&P Global publication that brings together experiences, success stories and best practices from world leading companies on sustainability matters.
    Italgas was included following the Corporate Sustainability Assessment (CSA) carried out in 2021. Italgas has also obtained “Gold Class Distinction” for its excellent sustainability performance;
  • on 2 March 2022, with an outlay of $ 15 million, Italgas strengthened its partnership with Picarro Inc. through the acquisition of a minority share in the capital of the US technological start-up company and world leader in sensors applied to gas distribution network monitoring as well as technologies for sectors characterised by the need to have extremely sensitive detection, such as environmental measurements of the concentration of dangerous atmospheric pollutants and the electronics industry to identify impurities in the environments dedicated to semiconductor production.