Our transformation path

This section summarises the key steps in Atlantia’s transformation of the Company’s governance, organisation and management in the period starting from 2019. In the page are also included the main stages of the transformation process undertaken by the former subsidiary, Autostrade per l'Italia (“ASPI”), disposed on 5 May 2022.

Over the last two years, Atlantia has encouraged and helped to drive Autostrade per l'Italia's change management and transformation process, and, as a shareholder, supported the radical shakeup undertaken by the operator. In turn, Atlantia has embarked on a profound internal transformation of our own, covering our fundamental values as well as our business: innovation, sustainability and the simplification of everyday life are the guidelines for the Group's future development in the creation of value.  The holding company has completely renewed its board and management, and currently boasts the highest number of women in leadership positions among listed companies in Italy, while around one third of the workforce are under 30. In June 2021, Atlantia reached a preliminary agreement with the consortium set up by CDP, Blackstone and Macquarie to acquire our entire stake in ASPI, with the transaction completed in May 2022. Also in June 2021, we announced our new strategic growth plan to the market, including investment in sectors where the Company is a leading player (motorways, airports, digital payments), as well as in new adjacent and synergistic areas of business: intelligent transport systems, electrification/renewables, railways and mobility. More wide-ranging and equally important actions will also be undertaken to ensure that we meet our social and environmental goals and ambitions by 2030. These include our long-term decarbonisation plan, further impetus for efforts to bridge the gender gap, a stepped-up commitment to occupational safety, the promotion of an active citizenship model, and sharing the value created with employees and the communities Atlantia operates in.

The latest initiatives are:
  • Climate change - At the last Investor Day held in March 2022, the holding company announced a highly responsible sustainability commitment that no Italian company has ever previously made. The Group's Climate Action Plan (CAP), including an ambition to achieve net zero direct C02 emissions by 2040, was presented and submitted for a non-binding vote at the Annual General Meeting held at the end of April 2022 (SOURCE) which was approved with 98.2% of the votes. The CAP marks further confirmation of the Group’s commitment to sustainable success, by embedding sustainability in our business.
  • WeEconomy - The Annual General Meeting was asked to adopt a share incentive scheme with the aim of encouraging employees to hold shares in the Company on a formalised, long-term basis, in recognition of their leading role in driving performance, giving them a stake in the value creation process and strengthening their sense of belonging.

  • Management changes - Resignation of Atlantia's previous CEO in September 2019 (SOURCE - Italian-only) and appointment of a new CEO in January 2020 (SOURCE - Italian-only); 80% of Atlantia's senior management was changed between March 2020 and July 2021 (SOURCE).
  • Clear allocation of responsibilities - In 2020, all "dual roles" at Atlantia and our subsidiaries were eliminated, and autonomous organisational structures were created at subsidiary level (Finance and Administration, Internal Audit, Risk Management, Sustainability) (SOURCE).
  • Board independence - 73% of our Directors and 92% of the Board Committee members are independent (the Risk and Corporate Governance Committee, Sustainability Committee, Nominations and Remuneration Committee, Related Party Transactions Committee) (SOURCE). The Company has issued guidance for shareholders regarding re-election of the Board of Directors for the three-year period 2022-2024 (SOURCE). 
  • Enhanced governance procedures - improvement of the governance system to make it fully compliant with the Italian Corporate Governance Code issued by Borsa Italiana (SOURCE). Since 2020, a new set of policies has been adopted, including revised terms of reference for the Board of Directors and Board Committees, a new remuneration policy (supported by over 98% of shareholders via a binding vote) (SOURCE), diversity and inclusion guidelines (SOURCE), a new responsible investment policy (SOURCE), a new engagement policy (SOURCE), a new sustainability plan with metrics and targets embedded in the value creation process and fully disclosed to the market, and a renewed code of ethics (SOURCE) and responsible lobbying policy (SOURCE).
  • Shareholder engagement - Consultation with shareholders on the relevant steps regarding the sale of ASPI, and adoption of a new shareholder and stakeholder engagement policy.

  • Risk management embedded in business processes - Since 2020, this has involved adoption by the main operating companies of a new Enterprise Risk Management (ERM) model, appointment of a new Risk Officer reporting directly to Atlantia's CEO, and establishment of risk management functions in the main operating companies and internal board risk committees to oversee the smooth running of internal control systems (SOURCE and SOURCE). Moreover, risk management metrics linked to variable remuneration schemes have been adopted to further strengthen the risk culture within the organisation.
  • Greater transparency regarding performance - Since March 2020, traffic data has been reported on a weekly basis in order to provide all stakeholders with timely, detailed information on the traffic performance of all the Group’s operations worldwide during the pandemic. In addition, information on full-year traffic performance (motorways and airports), revenue and operating cash flow has been provided since the 2020 financial statements and updated on a quarterly basis. From January 2022, monthly traffic data will be published.
  • Integrity and ethics - Ethical rules of conduct and internal policies to monitor possible violations of laws, the code of ethics and other Company policies adopted in 2020 have been revised.
  • Enhanced oversight - Since 2020, a new whistleblowing policy and committee, and a whistleblowing mechanism for Atlantia and its subsidiaries, have been adopted (SOURCE).
  • Integrity and external audits - Since 2019,  KPMG Advisory SpA - Forensic Services - and Ramboll Denmark A/S, a leading global engineering company with a proven track record in asset management and the operation and maintenance of large infrastructure projects, have been appointed to conduct an independent audit to check that internal procedures are correctly implemented by the subsidiaries and employees concerned. Moreover, SGS Italia SpA, a subsidiary of SGS SA, a world leader in inspection, verification, analysis and certification in major industrial sectors, was commissioned to carry out an assessment of the quality and fitness for purpose of our methodological framework and procedural systems. Atlantia closely followed the outcomes of the audit, which were made available to the investigating authorities. 
  • Walking the ESG talk - Our first group-wide ESG plan, with metrics and targets integrated into the value creation process, was adopted by the Board in February 2021 and has been fully disclosed to the market (SOURCE). A Board Committee to monitor ESG issues was set up in early 2021 and each subsidiary has drawn up medium- and long-term plans aligned with Atlantia's social and environmental ambitions, which are being disclosed to the market (see an example here: SOURCE - Italian-only). Atlantia's ESG ratings from major agencies, such as MSCI, Sustainalytics, Moody's, Refinitiv, Bloomberg and FTSE4Good, have been regularly upgraded (SOURCE) in recognition of our improved track record. We believe that proactive management of ESG issues and the related risks makes the Company more resilient, which we also expect will have a positive impact on our credit risk. Recent examples of our ESG track record include: accreditation of our five airports for their @2030 carbon neutrality roadmap (only 12 of the world's airports have received certification to date) (SOURCE); adoption of a responsible investment policy that sets out our approach to deploying capital to generate value for shareholders and other stakeholders (SOURCE); and the recent launch of a give-back programme via which the holding company's employees are invited to systematically devote 10 days of their paid working time each year to voluntary initiatives benefitting the community (SOURCE - Italian-only) - this is the first programme on this scale to be adopted by an Italian company; the development of a group-wide Climate Action Plan (CAP) with direct and indirect GHG emission reduction targets (source)

In June 2021, Atlantia signed an agreement with a consortium comprising CDP Equity SpA, The Blackstone Group International Partners LLP and Macquarie European Infrastructure Fund 6 SCSp regarding the sale of the Company's entire stake in Autostrade per l'Italia (SOURCE). 
In October 2021, the Ministry of Sustainable Infrastructure and Mobility (the “MIMS”) signed an agreement with ASPI regarding works in Liguria amounting to €3.4 billion, to be carried out entirely at the company's expense (SOURCE – ITALIAN-ONLY). Subsequently, in March 2022, after the green light given by the Interministerial Committee for Economic Planning and Sustainable Development (CIPESS) to the agreement with the Government, the Court of Auditors approved the sale.
On 30 March 2022, the Ministry of Sustainable Infrastructure and Mobility and the Ministry of the Economy and Finance signed the decree marking approval of the Addendum to the Single Concession Arrangement (SOURCE).
Following re-submission to the Court of Auditors for registration, on 5 May 2022 the transaction was completed (SOURCE).

In the period 2019-2022, Autostrade per l'Italia underwent a radical, ongoing process of transformation, affecting all areas of business and especially the way infrastructure is monitored, managed and maintained. Since December 2019, the motorway operator has completely overhauled its network surveillance systems. These activities were entrusted to Bureau Veritas, Proger, Tecno Piemonte and Tecnolab - specialist independent assessors of international standing - via a European public tender. Since February 2020, highly advanced tunnel monitoring and surveillance standards have also been introduced, borrowing best practices from the French government's CETU (Le Centre d'Etudes des Tunnels). In general, the innovations ASPI has introduced regarding the surveillance and maintenance of infrastructure (bridges, viaducts and tunnels) have contributed to an overall improvement in the safety of the entire motorway sector, as they have been incorporated - and further improved - in the industry's technical regulations (SOURCE ITALIAN-ONLY ). ASPI's new Financial Plan, which has been approved by the Government, sets aside €7 billion for the maintenance and upgrade of network infrastructure until the end of the concession. Most of the motorway operator's management has been changed. Twenty-three of the 31 former ASPI employees under investigation in the Morandi road bridge case have been dismissed for violating the company's ethical rules, while the remaining eight employees have been reassigned to other positions within the motorway group. A new team of technical professionals with experience at large international companies has also been hired. In Liguria, ASPI has substantially compensated for all the direct damage caused in advance, with due and particular attention paid to victims' families (SOURCE ITALIAN-ONLY answer to question no. 4). As part of a settlement agreement reached with the Government, ASPI has allocated €3.4 billion to be used for infrastructure development and mobility services in Genoa and the Liguria region, as confirmed by a ministerial decree issued by the Ministry of Sustainable Infrastructure and Mobility on 30 March 2022. ASPI has also submitted a plea bargain request to the ongoing Morandi road bridge proceedings in Genoa, which has been accepted by the investigating authority, with regard to administrative liability under Legislative Decree 231. Finally, implementation of the new business plan also commits the company to the technological development of sustainable mobility services, including, for example, electrification of the motorway network in accordance with EU regulations. 
Autostrade per l'Italia was sold to the consortium composed by CDP (51%), Blackstone (24.5%) and Macquarie (24.5%) on May 5 2022.

Facts and figures regarding the main activities

  • More than 19,000 inspections of bridges, viaducts and tunnels were carried out in one year, bringing the resources allocated to maintenance to more than €680 million in 2020, and around €800 million in 2021. This monitoring was carried out in accordance with engineering techniques and new standards, which were subsequently redefined and issued at sector level by the Ministry of Sustainable Infrastructure and Mobility, partly thanks to ASPI's participation in the technical working groups set up to revise the infrastructure safety guidelines. 
  • Adoption of a new infrastructure monitoring system, based on artificial intelligence and the Internet of Things. The new monitoring platform, developed by Movyon, IBM and Fincantieri NexTech, relies on IBM's artificial intelligence and the use of drones, IoT and 3D digital modelling by Fincantieri NexTech. This radical innovation of the surveillance and monitoring of over 4,500 infrastructure assets across ASPI's motorway network greatly increases the efficiency and transparency of these processes. 
  • A new organisational set-up involving the transformation or creation of new subsidiaries (Tecne, Free To X, Amplia, Movyon, Elgea) closely oversees individual aspects of the business plan.
  • Substantial investment has been made in sustainable mobility, including the installation of rapid charging stations for electric vehicles (Free To X) and an increase in renewable energy production (Elgea), as well as in technological innovation, to provide digital services to road users and enhance the safety and comfort of travel (Free To X). 
  • A major recruitment drive which, over the next three years, will lead to the hire of more than 2,900 engineers, technicians and researchers.

 

22 February 2022 - Motorway Network - testimony from ASPI’s CEO Roberto Tomasi press release (Italian-only)
5 November 2021 - Integrity - Autostrade per l'Italia and Sant’Anna School of advanced studies in Pisa work together on a new compliance model press release (italian-only)
18 March 2021 - Innovation: Movyon, the leading technology company for new forms of motorway and urban mobility, set up press release  (Italian-only)
21 January 2021 - Presentation of the Business Plan press release (Italian-only)
21 January 2021 - Autostrade per l'Italia's investment and maintenance plan is up and running. the company's transformation into an integrated mobility operator begins press release (Italian-only)
16 January 2020 - The board approves the guidelines for the 2020-2023 strategic plan that will transform the company press release (Italian-only)
2 December 2019 - ASPI - infrastructure surveillance entrusted to a temporary consortium comprising leading, highly specialised companies: Proger SpA, Bureau Veritas Nexta, Tecno Piemonte, Tecno Lab press release (Italian-only)
30 January 2019 – General Meeting of shareholders press release (Italian-only)

11 February 2022 - Autostrade per l'Italia sets out to train people in the mobility skills of the future, starting with schools: stem courses and scholarships to attract talented women into the sector press release (Italian-only)
18 January 2022 - Autostrade per l’Italia: €1.5 billion green bypass project launched press release (Italian-only)
14 September 2021 - Autostrade per l’Italia: motorway toll cashback scheme launched press release (Italian-Only)
 2 July 2021 - Autostrade per l’Italia, Tecne and Federico II University in Naples: selection application platform for the San Giovanni a Teduccio  "Si Academy" goes online press release (Italian-only)
18 March 2021 - Innovation: Movyon, the leading technology company for new forms of motorway and urban mobility, set up press release (Italian-only)
 30 November 2020 - Autostrade per l’Italia: €67.5 million allocated over the next five years for surveillance of 4,500 network infrastructure assets press release (Italian-only)
24 November 2020 - Autostrade Tech, IBM and Fincantieri Nextech: Autostrade per l'Italia's new infrastructure monitoring system based on artificial intelligence and the internet of things is up and running press release (Italian-only)
12 May 2020 - Autostrade per l’Italia: new consortium of specialist companies completes first quarter of bridge and viaduct inspections press release (italian-only)

5 May 2022 - Holding Reti Autostradali completes acquisition of 88.06% of Autostrade per l'Italia press release (Italian-only)
30 March 2022 - The third addendum and the settlement agreement of 14 October 2021 take effect press release (italian-only)
 17 March 2022 - Court of Auditors confirms legal basis for agreement between MIMS and ASPI press release (Italian-only)
15 October 2021 - ASPI: agreement signed regarding €3.4 billion of public works to be carried out by the company, as well as €13.6 billion of investment in the Motorway Network press release (Italian-only)
8 July 2020 - Autostrade per l’Italia: the special commissioner for the construction of the Genoa bridge always given full support press release (Italian-only)
14 July 2020 - A cabinet meeting was held at 10.54pm on tuesday 14 july 2020 at Palazzo Chigi, chaired by Prime Minister Giuseppe Conte. The secretary was cabinet undersecretary Riccardo Fraccaro press release (Italian-only)
28 April 2020 - 2019 Financial Statements and the group's consolidated Financial Statements  approved press release (Italian-only)