FAQ

Corporate Governance - Frequently Asked Questions

  • How is the ERG Group's corporate governance structured?

    ERG's current corporate governance structure is made up of corporate bodies, board committees and Corporate Governance documents that regulate their functioning. This structure has been developed over time by introducing rules of conduct reflecting the most advanced principles of Corporate Governance.

     

    Corporate Bodies and Board Committees

    Corporate Bodies

    Internal Committees

    Internal Committees

     

  • What are the corporate bodies?
    The corporate bodies are the Shareholders' Meeting, the Board of Directors and the Board of Statutory Auditors.

     



     

     

  • When was the last ERG Shareholders' Meeting held?

    The last ERG Shareholders' Meeting was in Genoa on 23 April 2018.

    For more information and to retrieve documents on the Shareholders' Meeting, visit the page http://www.erg.eu/en/corporate-governance/2018-shareholders-meeting 

  • What are the tasks of ERG's Board of Directors?

    ERG's Board of Directors approves the periodic financial reports, defines the strategic policies, the basic guidelines of the organisational structure and the corporate governance system, decides on the important operations, and evaluates general management performance. 

  • How long does ERG's Board of Directors stay in office?

    ERG's Board of Directors stays in office for three years and falls from office on the date of the Shareholders' Meeting called to approve the financial statements of the last year. The Directors are re-electable. 

    The Shareholders' Meeting of 23 April 2018 appointed the Board of Directors. The 12 Board members are expected to remain in office until the approval of the financial statements for the year ended 31 December 2020. 

  • Who are the members of ERG's Board of Directors?

    ERG's current Board of Directors is made up of 12 members in observance of the gender balance criterion. 

    To find out who are the members of ERG's Board of Directors, detailed information is provided at http://www.erg.eu/en/corporate-governance/board-of-directors

     

  • How often does ERG's Board of Directors meet?

    As envisaged by the Articles of Association, ERG's Board of Directors meets at least once a quarter to inform the Board of Statutory Auditors on the Group's activities and on the most important business, financial and capital transactions undertaken by the company or its subsidiaries.

    The dates of the meetings scheduled to review and approve the periodic financial reports are available to the public at the following address.

    To see the Calendar, please refer to http://www.erg.eu/en/investor-relations/financial-calendar 

  • Who are the members of ERG's Board of Statutory Auditors?

    ERG's current Board of Statutory Auditors is made up of three standing auditors and three alternate auditors, in observance of the gender balance criterion.

    To find out who are the members of ERG's Board of Statutory Auditors, detailed information is provided at http://www.erg.eu/en/corporate-governance/board-of-statutory-auditors

     

  • How long does ERG's Board of Statutory Auditors stay in office?

    ERG's Board of Statutory Auditors stays in office for three years and falls from office on the date of the Shareholders' Meeting called to approve the financial statements of the last year. The current Board of Statutory Auditors was appointed by the Shareholders' Meeting on 3 May 2016; the appointment to the Board of Statutory Auditors shall expire as at the date of the Shareholders' Meeting convened to approve the financial statements as at 31 December 2017.

  • What are the Board Committees?

    The Board of Directors of ERG has set up the Board Committees: the Control and Risk Committee, the Nominations and Remuneration Committee and the Strategic Committee to advise it and issue recommendations. 

    The Control and Risk Committee advises and issues recommendations to the Board of Directors and fulfils the role and responsibilities indicated in the Corporate Governance Code.

    It provides support to the Board of Directors in decisions on approval of the periodic financial reports, Group Governance, the Internal Control and Risk Management System, compliance requirements pursuant to Italian Legislative Decree 231/01 and the Finance Area.

    For details, please refer to http://www.erg.eu/en/corporate-governance/committees/control-and-risk-committee

    The Nominations and Remuneration Committee advises and issues recommendations to the Board of Directors and fulfils the role and responsibilities indicated in the Corporate Governance Code for the Nominations Committee and for the Remuneration Committee.

    It makes recommendations regarding the remuneration of the Directors with delegated powers or tasked with particular duties and regarding definition of remuneration policies and Group management incentive plans.

    For details, please refer to http://www.erg.eu/en/corporate-governance/committees/nominations-and-remuneration-committee

    The Strategic Committee advises and issues recommendations to the CEO and to the Board of Directors of ERG and to the Boards of Directors of the operating companies of the Group.

    This committee provides support to the Chief Executive Officer and the Board of Directors in the definition of strategic business, portfolio and strategic finance guidelines and in the decisions relating to long-term strategic plans, capital expenditures budgets of the Group and significant investments.

    For details, please refer to http://www.erg.eu/en/corporate-governance/committees/strategic-committee