Governance
Stretto di Messina SpA was established in 1981, pursuant to Law 1158 of 17 December 1971. The Company’s business purpose regards “the development, design and construction of an infrastructure project to provide a permanent rail and road link and public services between Sicily and the Italian mainland”.
This law also makes the Company responsible for “the operation, management and maintenance of the link across the Strait of Messina, with the exception of the railway facilities which, on completion and final acceptance of the project, will be entrusted to RFI SpA for operation, management and maintenance”.
The Company has legally held the concession for these activities since 1985. Under the above law, “the concession is granted by decree issued by the Ministers for Public Works, Transport and Civil Aviation, in agreement with the Ministers for the Budget and Economic Planning, the Treasury, State Holdings and the Merchant Navy, after prior consultation with the Interministerial Committee for Economic Planning (CIPE)”.
The 2023 Budget Law ordered the reversal of the Company’s liquidation with effect from 1 April 2023. As of that date, pursuant to article 2, paragraph 1 of Legislative Decree 35 of 31 March 2023 (Legislative Decree 35/2023), the concession previously entrusted to the Company was reactivated, with management of the infrastructure set to last for a term of 30 years from the date the bridge enters service.
With regard to the ensuing relations with the Italian government, under the above article 2 of Legislative Decree 35/2023 (paragraphs 7 and 8) “the Minister of Infrastructure and Transport and the Minister of the Economy and Finance are authorised to enter into a planning agreement with the concession holder and the shareholders (see below) to define the respective administrative and financial commitments relating to the restart of the concession holder’s activities and completion of the project’s design and construction”. Moreover, to this end, “the Ministry of Infrastructure and Transport is authorised to reach agreement with the concession holder on one or more addenda to the Agreement” entered into in 2003.
The addenda to the Agreement, together with the related business plan, will be finalised following a resolution of the Interministerial Committee for Economic Planning and Sustainable Development (CIPESS) which, pursuant to article 3, paragraph 7 of Law Decree 35/2023, will approve, among other things, the new business plan for the concession and the preliminary report of the Ministry of Infrastructure and Transport, which will set out how the full cost of the project is to be funded.
In this regard, it should be noted that, under article 56 of the 2024 Budget Law, a total of €11,630 million, of which €2,318 million from Development and Cohesion Funds, has been allocated for the period 2024-2032 (envisaged as the timeframe for completion of the design and construction of the bridge, and also providing that, by 30 June of each year and until the bridge enters service, the Ministry of Infrastructure and Transport (MIT) will submit a report to CIPESS on the initiatives undertaken to find further sources of financing in addition to those included in the government’s budget to cover the cost of building the bridge). Via specific resolutions, based on a proposal made by the Ministry of Infrastructure and Transport in agreement with the Ministry of the Economy and Finance, CIPESS will certify these additional resources and then determine the corresponding reduction in the above funding.
With specific reference to governance, Legislative Decree 35/2023 has established that:
- “Stretto di Messina SpA is an in-house company pursuant to article 16 of the Consolidated Law on Publicly Owned Companies, as set forth in Legislative Decree 175 of 19 August 2016″, providing that, for the purposes of exercising comparable control, special prerogatives and rights are to be assigned in the Articles of Association to the Directors appointed by the Ministry of Economy and Finance, in agreement with the Ministry of Infrastructure and Transport (see below).
- The Ministry of Infrastructure and Transport – via its Delivery Unit for strategic policy, infrastructure development and oversight – oversees the Company’s activities and defines appropriate guidelines to ensure that the Ministry exerts a decisive influence over its strategic objectives and significant decisions.
- The Company’s ownership structure will be enlarged to include the Ministry of the Economy and Finance, to be carried out via an increase in the Company’s share capital, involving the issue of shares reserved for the Ministry. This increase, in compliance with article 1, paragraph 1 of Law 1158 of 17 December 1971 and with article 2, paragraph 3 of Legislative Decree 35 of 31 March 2023, was subscribed for by the Ministry of the Economy and Finance, in agreement with the Ministry of Infrastructure and Transport, entailing payment, on 27 December 2023, of €369,999,997.20, equal to 55% of the Company’s share capital.
WITH REGARD TO THE COMPOSITION OF THE CORPORATE BODIES, LEGISLATIVE DECREE 35/2023 PROVIDES THAT:
- the Board of Directors must “consist of five members, two of whom to be appointed by the Ministry of the Economy and Finance in agreement with the Ministry of Infrastructure and Transport, respectively, as Chairman and Chief Executive Officer, one member to be appointed by Calabria Regional Authority, one member to be appointed by Sicily Regional Authority, and one member to be appointed jointly by R.F.I. SpA and ANAS SpA.”
- the Board of Statutory Auditors must “consist of five members, including three full members and two alternates. One full member, as Chair of the Board of Statutory Auditors, and one alternate member, are to be appointed by the Ministry of the Economy and Finance in agreement with the Ministry of Infrastructure and Transport; one full member is to be appointed jointly by Calabria Regional Authority and Sicily Regional Authority; and one full member and one alternate member are to be appointed jointly by R.F.I. SpA and ANAS SpA.”
In accordance with the new legal provisions, on 6 June a meeting of the Company’s shareholders elected the new Board of Directors and the new Board of Statutory Auditors for 2023, 2024 and 2025:
BOARD OF DIRECTORS
Chairman | Ing. Giuseppe RECCHI |
Chief Executive Officer | Dott. Pietro CIUCCI |
Director | Avv. Eleonora Maria MARIANI |
Director | Prof. Avv. Ida Angela Loredana NICOTRA |
Director | Avv. Giacomo Francesco SACCOMANNO |
Expiring on approval by shareholders of the financial statements for the year ended 31 December 2025.
BOARD OF STATUTORY AUDITORS
Chairman | Dott.ssa Paola NOCE |
Statutory Auditor | Dott.ssa Barbara BRANCA |
Statutory Auditor | Dott. Vittorio ZUPO |
Alternate Auditor | Dott. Giuseppe MONGIELLO |
Alternate Auditor | Dott.ssa. Annalisa FERRARO |
Term of office: 2023, 2024 and 2025
Expiring on approval by shareholders of the financial statements for the year ended 31 December 2025.
The Company is audited by the Court of Auditors – Companies’ Oversight Department, pursuant to article 12 of Law 259 of 21 March 1958, via the Delegated Magistrate. The Company is currently audited by the appointed Magistrate, Manuela Arrigucci, and by the Deputy Magistrate, Giuseppe Teti, appointed by the Governing Council of the Court of Auditors at a meeting held on 5-6 March 2024.