Integrated Annual Report 2021
On 23 November 2021, Italgas S.p.A. and Italgas Reti S.p.A. achieved renewal for a further three-year period of the UNI ISO 37001:2016 certification “Anti-bribery management systems”, for Italgas S.p.A. also obtaining the extension of its “anticorruption governance” to all Group companies. The anti-bribery management system, adopted on a voluntary basis, was audited by the independent certification body DNV GL – Business Assurance.
On 18 December 2020, the Italgas’ Board of Directors resolved to adhere to the Corporate Governance Code approved in January 2020 by the Corporate Governance Committee and promoted by Borsa Italiana S.p.A., ABI, Ania, Assogestioni, Assonime and Confindustria, starting 1 January 2021. On 10 March 2021, on the basis of declarations given by the parties concerned, the following was ascertained: i) the existence of the independence requirements pursuant to the CLF and the Corporate Governance Code as at 31 December 2020 and ii) the existence of the independence requirements pursuant to the CLF and the New Corporate Governance Code as at 10 March 2021, also taking into account the quantitative and qualitative criteria applied to assess independence, as approved by the Board of Directors on 24 February 2021. In this regard, it is noted that at 10 March 2021, the Chairman was also independent, both in accordance with the CLF and in accordance with the Corporate Governance Code, as none of the circumstances described under Recommendation 7 of the Corporate Governance Code applied.
Lastly, the verification on the existence of independence requirements pursuant to the CLF and Corporate Governance Code was carried out on 09 March 2022, after which the six non-executive directors specified above were found to be independent.
The pandemic still in progress, coupled with the extreme acceleration of the average rate of digital maturity of the population, has led to the even greater need to be able to rely on digital solutions and ecosystems. In addition to all this, there is the need to speed up the ecological transition to prepare the distribution network for the forthcoming challenges, which require a greater drive on the digitisation of assets and processes, as well as of people’s skills and the world of employment.
In this context, the Digital Factory, operative since 2018, has continued to work, effectively adapting the agile model to suit the hybrid on-site and on-line working methods imposed by the pandemic.
In addition to the innovative solutions already released in 2020, the Digital Factory has intensified the work of the rooms, giving rise to various innovations that have allowed Italgas to further improve its everyday operations. These include:
Further initiatives have helped make the impact of the Italgas digital transformation plan even more relevant in 2021, including: i) automation of routine operative processes, ii) architectural evolution of the main components of the application map, enabling the modularisation and management of micro-services, in line with the best practices and latest IT trends globally, iii) complete re-engineering of the landscape business solution for Gaxa, with the introduction of the Salesforce platform for the management of front office processes and iv) start-up of the complete re-engineering of the business solution landscape for Italgas Acqua, in order to modernise the entire fleet of solutions in support of the business and make a solid contribution to the improvement of the technical and commercial process management.
On 10 March 2021, as part of the 2018-2020 Co-investment Plan approved by the Company’s Ordinary and Extraordinary Shareholders’ Meeting of 19 April 2018, the Italgas’ Board of Directors resolved on the free allocation of a total of 632,852 new ordinary shares of the Company to the beneficiaries of the Plan itself and implemented the first tranche of the capital increase resolved on by the aforesaid Shareholders’ Meeting, for a nominal amount of € 784,736.48, drawn from retained earning reserves. Following the increase, the share capital of the Company amounts to € 1,002,016,254.92, made up of 809,768,354 shares. Moreover, Italgas’ Shareholders’ Meeting of 20 April 2021 approved the 2021-2023 Co-investment Plan and the proposed free share capital increase, in one or more tranches, for the purposes of the aforesaid 2021-2023 Co-investment Plan for a maximum nominal amount of € 5,580,000.00, by means of the issuance of up to 4,500,000 new ordinary shares. These shares are to be assigned, in accordance with Article 2349 of the Italian Civil Code, for a corresponding maximum amount taken from retained earning reserves, to the beneficiaries of the Plan only; in other words, only to employees of the Company and/or of the companies in the Group.
29 For more details, see the paragraph on “Municipal territories under concession and tenders for territorial areas” on page 93.
During the evening of 11 December 2021, an explosion took place in the residential area of Ravanusa (AG) and the fire brigade informed the Italgas Integrated Supervision Centre, asking that emergency intervention be activated. The technical staff of Italgas Reti arrived promptly.
The intervention of the first separation of the network, in order to keep the pipe safe, began that same evening of 11 December, once the relevant authorisation had been given by the fire brigade, and was completed in just a few hours with the isolation of the segment of pipe crossing the area involved by the event.
The cathodically protected coated low pressure steel pipe, measuring 100 mm in diameter, was laid in 1988 by Siciliana Gas and is therefore well within its useful life as per ARERA requirements.
There were no Italgas Reti construction sites on the section of pipeline affected by the explosion, either at the time of the accident or in the weeks preceding it.
The previous week, Italgas Reti had not received any reports of any type to its Emergency Intervention service, complaining of gas leaks.
The whole of the Ravanusa network – including that installed in the area involved by the event – had been checked using the cutting-edge Picarro Surveyor technology, and in 2020 and 2021, no critical issues had arisen.
On 31 December 2021, the Public Prosecution of Agrigento issued ten notices of investigation to ten employees of Italgas Reti in order to be able to examine the unrepeatable technical assessments.
Italgas Reti has acknowledged these provisions, guaranteeing maximum collaboration during activities in support of investigators, just as it has since the outset.
During these technical assessments, a breakage of a steel pipe installed along the road involved by the explosion, was found. This breakage is currently being further investigated in metallurgical terms. At present, the causes of the breakage are not known, as neither are the causes of the event.
Following the incident a precautionary claim has been promptly opened with the insurance companies with which the “third party liability” and “property” policies had been stipulated, in order to assure the orderly management of any claims for compensation.
