The world economy is in a very delicate phase and the effects of the financial crisis will continue to be seen for some time to come. Despite the high degree of uncertainty, the most recent forecasts offer hope that the worst has passed and that the conditions for recovery are strengthening, partly thanks to the large economic stimulus programmes put in place by the governments of leading industrialised countries. Infrastructure investment (transport, energy, telecommunications and construction) is central to such initiatives.
Atlantia has a key role to play in responding to the crisis, providing a boost for the economy thanks to its planned investment in the Italian motorway network through its subsidiary, Autostrade per l'Italia. This will see the group once again drive the kind of renewed economic growth that helped to rebuild the Italian economy after the Second World War.
Autostrade-Concessioni e Costruzioni Autostrade SpA − now Atlantia SpA − was established in 1950 as a publicly owned company tasked with building the backbone of the Italian motorway system. The company began operating in 1956, entering into an agreement with ANAS (Italy's Highways Agency). On the basis of this Autostrade was committed to co-financing, building and operating the Autostrada del Sole between Milan and Naples, which opened in 1964.
The business has grown into the present group, which today operates a network of over 3,400km, accounting for 52 percent of Italy's motorway system and used by four million travellers a day.
Autostrade was privatised in 1999, before a restructuring in 2003 led to the creation of Autostrade per l'Italia SpA, a wholly owned subsidiary of Autostrade SpA, which, in May 2007, changed its name to Atlantia SpA.
With a stock market capitalisation of approximately Ä10bn at the end of 2009, Atlantia is one of Italy's leading companies with turnover of Ä3,477m and an EBITDA margin of 60.8 percent in 2008.
Autostrade per l'Italia and its motorway subsidiaries are committed to upgrading and modernising around 900km of network, involving a total investment of almost Ä22bn. The programme aims to bring the capacity of the motorways operated under concession into line with growing traffic volumes and the need for greater safety and service quality, and makes Autostrade per l'Italia the country's biggest private investor.
In carrying out its core business, the Atlantia Group is fully aware of the importance of its role in a sector that is crucial to the socio-economic development of the areas crossed by its motorways. It is also conscious of the significant environmental impact of its activities, requiring it to work with and reach agreement with local authorities and communities. In addition, the group is faced with the complexities of raising the necessary financing and ensuring an adequate return on invested capital. The complexity of the business requires a prudent and balanced approach to managing relations with the various stakeholders involved in the group's business model.
For a listed company that was once under public control, operating in a business with a large number of very different stakeholders, it is crucial to have a corporate governance system capable of balancing the interests of the various stakeholders (customers, government, environment and communities, investors, capital providers and staff) and ensuring a correct and transparent approach to doing business.
Moreover, corporate governance is, more than ever before, seen as a critical factor in the success or failure of a company: the collapse of some of the world's leading companies during the recent financial crisis, as a result of poor management, has reinforced the need for an exemplary corporate governance strategy.
Atlantia SpA's corporate governance system is based on the concept of balance in the representativeness and roles of corporate bodies, on ongoing dialogue with the wider stakeholder community and on transparency, in terms of both market disclosures and internal procedures.
Atlantia's corporate governance system is based on a set of rules in line with the latest standards defined by the market and regulators, with the aim of ensuring that stakeholders engage with the strategies followed by the group. This system has been implemented and updated over time by the introduction of rules of conduct in line with development of the business and the requirements of Borsa Italiana SpA, as set out in the Guidelines to the Corporate Governance Code for Listed Companies.
The ability to guarantee the different interests of the various parties depends on a series of bodies and tools designed to protect the interests of each stakeholder category and implement the related controls:
– Customers: the “Consultative Safety and Service Quality Committee”, set up in collaboration with the highway police and consumers' associations with the aim of identifying, agreeing and checking on initiatives and programmes designed to improve motorway services and road safety.
– Environment and communities: the “Sustainability Committee”, set up to promote sustainable development principles and values within the group and propose social and environmental responsibility objectives, programmes and initiatives.
– Government: the “Supervisory Board”, responsible for drawing up the organisational, management and control model for all group companies in order to prevent the company being liable for administrative crimes, via identification of the areas of the business at risk and the definition of control procedures.
– Investors: the Internal Control and Corporate Governance Committee, which provides advice, recommendations and assistance relating to checks on the correct functioning of the internal control system, with particular reference to compliance with international standards, the various codes of conduct and declared principles.
– Staff: “Consultative Workplace Safety Committee”, consisting of union representatives, representatives of Autostrade per l'Italia and external experts in workplace safety.
The group also has a “Stakeholder Committee”, which is responsible for assessing corporate advertising initiatives aimed at stakeholders, ensuring the consistency of objectives, content and approach and verifying implementation.
Atlantia's corporate governance system also includes a number of key elements that reflect the group's commitment to going beyond the requirements of current legislation, by adopting additional measures to protect minority interests and ensure correct governance. This regards the use of voting lists, enabling shareholders to appoint three out of 15 members of the board of directors, which is more than required by existing regulations.
The group is committed to complying with the highest self-regulatory standards set by the authorities that oversee the regulated markets on which the shares of group companies are listed, and to maintaining high levels of transparency and correctness in the management of group companies.
The results achieved with regard to the categories of stakeholder offers are proof of the progress made since privatisation and provide an incentive to achieve even more ambitious objectives, including in terms of recognition and visibility:
– Efforts designed to bring about ongoing improvements in motorway infrastructure and service quality have resulted in a 73 percent reduction in the death rate since privatisation, outperforming both the reductions reported by other road networks and the European Community's ten-year goal of halving road deaths by 2009;
– In September 2009 Atlantia was included in the Dow Jones Sustainability World Index, the prestigious global corporate social responsibility index that selects the best enterprises from the 2,500 international companies in the Dow Jones Global indexes, based on economic, environmental and social criteria;
– The group's ability to raise new funding is proof of its stronger financial credibility in the markets: even during a year when access to credit was at its most difficult, Atlantia has raised approximately Ä5bn in new borrowing to finance capital expenditure.
For this reason, it is of particular significance to Atlantia to have won the World Finance Corporate Governance Award for 2009, reflecting both the high profile of the jury that chose the winner and the quality of the competition. We are firmly convinced that corporate governance is a key factor in the success and survival of a business. The World Finance award is proof that we are on the right track and will spur us on to reinforce our commitment to establishing a benchmark for our market.
Gian Maria Gros-Pietro is Chairman of Atlantia
