Governance – Concessionaire

The governance of Stretto di Messina S.p.A. was redefined by Decree-Law No. 35 of 2023, which relaunched the concessionaire’s activities and established new rules to ensure strong and transparent public control over one of the country’s most significant projects, ensuring that objectives, sustainability, and safety standards are always pursued in the collective interest.

In-House Company

According to the decree, the company is qualified as an in-house company pursuant to Article 16 of the Consolidated Law on publicly owned companies (Legislative Decree No. 175/2016). This means it operates under the direct control of the State and, specifically, the Ministry of Infrastructure and Transport (MIT) and the Ministry of Economy and Finance (MEF). The company’s statute, updated accordingly, grants specific prerogatives to the administrators appointed by the two ministries, in order to ensure the so-called “analogous control”, typical of in-house companies.

The MIT, through its Technical Mission Structure for strategic direction, infrastructure development, and high-level supervision, exercises supervisory functions over the concessionaire’s activities. This ensures that strategic choices, operational guidelines, and the most significant decisions are made in line with national infrastructure policies.

A central step was the expansion of the shareholding, with the entry of the Ministry of Economy and Finance as the reference shareholder. This entry occurred through a capital increase reserved for the MEF, amounting to €369,999,997.20, subscribed on 27 December 2023. Through this operation, the MEF holds 55% of the share capital, in line with the provisions of Article 1 of the founding law No. 1158/1971 and Article 2 of DL 35/2023.

Corporate Bodies

Regarding the composition of corporate bodies, the decree established precise rules for the Board of Directors and the Board of Statutory Auditors. The Board of Directors consists of five members: two appointed by the MEF in agreement with the MIT (who assume the roles of Chairman and CEO), one by the Calabria Region, one by the Sicily Region, and one appointed jointly by Rete Ferroviaria Italiana S.p.A. (RFI) and ANAS S.p.A..

The Board of Statutory Auditors, also comprising five members (three standing and two substitute), has a similar distribution: the chairman and one substitute are appointed by MEF-MIT, one standing auditor by Calabria and Sicily jointly, and one standing auditor and one substitute by RFI and ANAS.

The Shareholders’ Meeting of 6 June 2023 proceeded to appoint the new corporate bodies for the three-year period 2023-2025, thus fully implementing the new regulatory provisions.

This governance strengthens the role of the State and local authorities, while ensuring the operational contribution of Italy’s main infrastructure companies, following a logic of balance between political-strategic direction and technical-industrial expertise.

DOCUMENTS / ATTACHMENTS

– Concession Agreement of 30 December 2003
– First Additional Deed of 25 February 2004
– Second Additional Deed of 30 November 2009