Governance ESG

italo governance

To oversee its ESG strategy and initiatives, Italo has established two dedicated governance bodies: the ESG Steering Committee and the ESG Team.

ESG Steering Committee

Chaired by the Chief Executive Officer and supported by the Chief Financial Officer in the role of Vice Chair, the ESG Steering Committee meets on a quarterly basis to define and promote Italo’s ESG policy and decision-making mechanisms, ensuring alignment with the Company’s overall strategy.

The Committee oversees the approval processes for ESG programs and initiatives and ensures coordination with the functions responsible for assessing their technical and economic feasibility. It is also responsible for overseeing the preparation of the Sustainability Report and the Sustainability Plan.

 

ESG Team

The ESG Team meets at least once a month and proposes initiatives aimed at strengthening and promoting ESG values and culture throughout the organization, in line with the guidelines established by the ESG Steering Committee.

In particular, the Team is responsible for:

  • Developing programs focused on environmental protection, emissions and energy reduction, health and safety. The Team supervises the implementation of these programs and monitors environmental KPIs, ensuring alignment with corporate objectives.
  • Proposing and overseeing social programs for employees, their families, and local communities, ensuring consistency with the Company’s strategic goals.
  • Promoting awareness of ESG topics through dedicated internal communication initiatives.

Internal Audit and Risk Management

Italo adopts a risk management and control model based on the frameworks developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO Internal Control and COSO ERM Frameworks) and the Institute of Internal Auditors’ Three Lines Model. The model is continuously monitored to ensure its effectiveness and operational efficiency.

In addition, a dedicated working group has been established, bringing together representatives from the Company’s second- and third-line control functions. The group facilitates discussion of key findings emerging from the activities of each function, aligns operational and audit plans, and provides quarterly reporting on internal control and risk management matters to Senior Management.

The principal risks identified by the Company include:

  • Strategic and business risks: risks associated with the failure to achieve the organization’s mission, strategic objectives, and business goals.
  • Financial risks: risks that could affect Italo’s ability to meet its financial obligations, including credit risk, liquidity risk, funding risk, and interest rate risk.
  • Operational risks: risks arising from ineffective process execution due to organizational deficiencies, inadequate procedures, and/or failures in information systems.
  • Compliance risks: risks related to legal or administrative sanctions and reputational damage resulting from non-compliance.
  • External risks: risks driven by external factors, including natural events, climate change, socio-political developments, competitive dynamics, and market conditions.

Furthermore, the Company has implemented a dedicated Third-Party Risk Management process, supported by an external information provider specializing in reputational and compliance risk assessments.

A Third-Party Risk Monitoring Report is prepared on a semi-annual basis and shared with the relevant business functions and senior corporate leadership to ensure ongoing oversight and effective risk management.

The issue of integrity and transparency is one of the cornerstones of the Group’s corporate strategy. This ensures that our business dealings are conducted in a correct manner and the oversight of internal operating processes. To prevent instances of non-compliance and act in full compliance with the law, Italo and Itabus have adopted:

- Code of Ethics: setting out the ethical principles and values that should inspire the conduct and behavior of everyone who, in whatever capacity, acts in the interest or on behalf of the Group.

- 231 Organizational Model: to prevent commission of the offences referred to in Legislative Decree 231 and contribute to achieving the UN Sustainable Development Goals.

-Whistleblowing Policy: updated to reflect the provisions of Legislative Decree 24 of March 10, 2023.

Italo has also adopted Guidelines for the “Management of relations with Public and Private Organizations and the prevention of corruption” with the aim of providing a framework for the correct conduct of relations with representatives of public organizations, public officials and/or public service providers and private entities, partly in view of the significance of such relations for the purposes of Legislative Decree 231/01.