New governance to enact change in IGD
During the Annual General Meeting held last April 18th, shareholders appointed the Board of Directors which will be in office for the next three years and provided IGD with a new governance structure designed to adequately guide and support the Company during the challenges that lie ahead.
The main shareholders demonstrated their renewed commitment
The biggest shareholders, Coop Alleanza 3.0 and Unicoop Tirreno, which together control approximately 51% of the share capital, wanted to provide a tangible signal of their desire to support the strengthening and future development of IGD. They, therefore, submitted two separate lists (one each) with candidates capable of making a vast pool of professionalism, expertise and experience available to the Company.
Today IGD’s top management comprises individuals with great experience, dedicated to making a change
After the Annual General Meeting, the BoD appointed Antonio Rizzi Chairman. Mr. Rizzi had been an independent director in IGD for the past three years, from April 2021 to April 2024. A full professor of Private Law at Università di Roma Tor Vergata, he is a cassation lawyer and has acted as a Director in a number of listed companies.
Roberto Zoia was also appointed IGD’s Chief Executive Officer and General Manager. By having the same person fill these two roles, the decision-making of the Chief Executive Officer will be informed by an understanding of the daily operation of the business. At the helm of the Company’s Asset Management and Development Division for 18 years, Roberto Zoia can leverage on a profound understanding of IGD and the sector in general, as he has been the Chairman of CNCC, the Consiglio Nazionale dei Centri Commerciali, since 2020.
The clear objective of the shareholders: realign financial statements and market performances with the Company’s market capitalization and its ability to generate cash
With the close of the period impacted by the pandemic and the continuous rise of interest rates – factors which inevitably had a negative impact on portfolio valuations – the majority shareholders would like to see a dynamic change of pace, aimed specifically at:
- strengthening the performance of the core business,
- accelerating the repayment of the most expensive debt;
- create value for all stakeholders.
In this way it will be possible for the value of the Company to be fully expressed: currently the market is failing to recognize this value given the large discount the stock is trading at with respect to its NAV.
Even though the policies and targets will not be defined precisely until the next Business Plan, which will be finalized by the end of 2024, the key pillars of the new vision that will be actively interpreted and driven by the new BoD are already clear.
In addition to a greater focus on improving the business, this new direction will seek to find a greater balance between the profitability of the real estate portfolio and borrowing costs, while, at the same time, making the most of any opportunities for development and future integrations that the market might provide.
The new governance structure has many elements that are consistent with the past, but also introduces a few substantial innovations.
Since its listing, IGD has adhered not only to Borsa Italiana’s Corporate Governance Code, but also to Corporate Governance best practices, in order to attract premiere international institutional investors; the choice to appoint an independent Chairman is also consistent with providing minority shareholders with greater protection.
The members of the Appointments and Remuneration Committee, the Risk and Control Committee, as well as the Related Party Transaction Committee are all independent.
Currently the majority of the Directors is, moreover, female (six women out of a total of eleven directors): a configuration which is not easily found among Italian listed companies.
The new governance structure also introduced a “control room” with the institution of a Strategic Committee, comprised of the Chairman, the Chief Executive Officer and three non-executive independent directors. The new Committee, which will also assume the functions of the previous Sustainability Committee, does not have executive functions and will only advise on the definition of the strategic guidelines that will guide the Company.
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