Context analysis and business model

CONTEXT ANALYSIS

Acea monitors the reference context, identifying and analysing the factors that could take on a significant role in terms of the Group’s operations, such as competitiveness, sustainability and regulatory areas that can affect the achievement of strategic goals. In addition to these external factors, there is also the internal context of the Group, to be considered both in organisational terms and in relation to the energy and environmental impacts, the development of human capital, the protection of workers’ health and safety, the protection of company assets, and the sustainable and responsible management of the supply chain.

THE ENERGY MARKET AND COMPETITORS

ARERA, with Decision 208/2022/R/eel, defined the regulation of the Gradual Protection Service (TSG) for micro-enterprises. The Gradual Protection Service (GPS) is activated for customers who did not choose a supplier on the free market as of 1 April 2023 and last for four years. In December 2022, the Single Purchaser published the results of the competitive bidding procedure for the identification of the operators of the Gradual Protection Service for micro-enterprises, for the period covering the years 2023 to 2027 and Acea Energia was awarded a lot in the territories of Avellino, Barletta-Andria, Benevento, Brindisi, Trani, Foggia, Lecce, Municipality of Naples and Salerno.
The Authority, by Decision 362/2023/R/eel, then adopted the provisions on the Gradual Protection Service with regard to non-vulnerable domestic customers who will be without a supplier from the date of termination of the enhanced protection service, scheduled for 1 April 2024. The date of the end of the service assignment period is also set for 3 years until 31 March 2027. As regards customers on the free market, Acea Energia is consolidating its position on sustainability and environmental protection by developing its range of green commercial tariffs and offering added-value products such as boilers, air conditioning units, the Acea E-mobility App for e-vehicle charging, and the option to integrate telephony services into the energy supply contract through the partnership with WindTre.

THE INTEGRATED WATER SYSTEM AND GAS DISTRIBUTION

The water sector is the market area in which Acea intends to actively engage, evaluating and participating in new tenders for the concession of the integrated water service by the various contracting stations (regions, municipalities, area entities) on national territory. In fact, Acea Group can easily compete with other operators in the sector as it fulfils the necessary economic, financial, organisational, experience and certified system requirements. In the water industry, the Group has planned works on strategic infrastructure of interest for the National Recovery and Resilience Plan and has implemented a digitalisation process of the commercial procedures as well as the application of technological innovation in the management of infrastructure.

THE WASTE MANAGEMENT MARKET

The Acea Group operates its waste management services through the management of facilities in Lazio, Tuscany, Umbria, Marche, Veneto, Piedmont, Abruzzo and the Aosta Valley.
Acea Ambiente works structurally to support the circular economy, through the recycling and recovery of secondary raw materials, and is active in the transformation of organic waste into high quality compost and into biogas for the production of electricity, in integration with water activities for the treatment of sewage sludge, in the treatment of liquid waste, and in waste disposal and waste-to-energy.
The Group continues to maintain the plants it has acquired to consolidate its activities and positioning in the consortium systems (COMIECO, COREPLA, CORIPET, CONIP, etc.).

THE ENGINEERING AND SERVICES MARKET

As far as the technical services market is concerned, Acea Infrastructure supplies its services to the areas of interest of the Acea Group, especially in the water and environmental sectors. In particular, Acea Infrastructure provides engineering services – including works design, verification for project validation, works management, and construction – analytical laboratory, research, in the water cycle, waste cycle and energy sectors. Currently these activities are provided almost exclusively to other companies in the Acea Group (so-called “captive market”) and to a minor extent to third parties ( “non-captive market”).
With regard to the non-captive market, Acea Infrastructure, seeking to expand its activities, participated in 2023 in tenders relating to districting, surveying and measuring, water and sewerage network modelling and plans, and design and works on plants. The Principals are mainly integrated water service operators who require specialised services to support the plans to rationalise and upgrade integrated water cycle networks and plants. Participation in tenders takes place as joint ventures with other companies, implementing the conduct measures provided for in the Company's Antitrust Compliance Model.

THE ENERGY EFFICIENCY MARKET

The energy efficient building market is regulated by Decree Law 34/2020 (“Relaunch Decree”), converted by Law 77/2020, which introduced tax benefits (110% super bonus), with the possibility of credit transfer and invoice discounts, for beneficiaries who carry out energy efficiency and seismic consolidation work on their buildings. In this area, the Acea Group - through the companies Ecogena, Acea Innovation and Acea Energia - has identified business development opportunities in the residential sector. In particular, in the year under review, Acea Innovation launched all the planned activities, 94% of which were completed in compliance with the 110% tax break timeframe. In addition to the “superbonus”-related activities, Acea Innovation has constructed photovoltaic plants for the Rome Biomedical Campus, whose energy from renewable sources will be entirely dedicated to Policlinico self-consumption.

INSTITUTIONAL INVESTORS

The year 2023 was marked mainly by a sharp reduction in energy commodity prices, compared to the previous year. This decrease was influenced by the decrease in energy consumption and the gradual moderation of energy supply concerns, also in view of the entry into operation of new LNG (liquefied natural gas) import facilities, which counteracted the impact of the reduction in supplies from Russia. The fall in commodities prices led to a dampening of inflationary dynamics, which fell to 2.7% in the eurozone at the end of the year, compared to a peak of 8% in the first quarter of the year. This trend supported expectations of a coming inversion of restrictive monetary policies. The economy’s resilience, with 2023 GDP growth in the eurozone at 0.5%, and expectations of an upcoming mitigation of restrictive monetary policies also led to a 168 bps contraction of the BTP-Bund spread at the end of the year.
Against this background, given the adjusted total shareholder return values, the Euro Stoxx rose by 19.5% in 2023 and the FTSE Mib appreciated by 34.4%, the latter being the best index among the eurozone’s major stock lists. In currency terms, the EURO/ USD appreciation was 3.1%, at 1.104. This change was essentially supported by the improved risk appetite, which generally tends to favour currencies other than the US.

SUSTAINABLE DEVELOPMENT

The year 2023 began with the entry into force of the new EU Sustainability Reporting Directive, which replaces the previous non-financial reporting legislation. The new framework will apply in respect of the financial year 2024 and represents a major change for companies in rethinking their commitments to contribute to sustainable development. Instead, based on the 2023 financial year, 2024 saw the entry into force of legislation for reporting only the eligibility analysis for the remaining 4 environmental objectives of the EU Taxonomy, relating to the sustainable use and protection of water and marine resources, transition to the circular economy, pollution prevention and control, protection of biodiversity and health of eco-systems.
The European legislator’s initiatives to promote the development of a continental ecosystem consistent with the Green deal’s ambitions continued throughout the year, such as the Green deal industrial strategy and the initiatives implementing the “Fit for 55%” package; the Energy efficiency Directive, which sets targets for the reduction of final energy consumption by 2030 including new commitments for the public sector; the carbon border adjustment mechanism and the revision of the emissions trading scheme; the social climate fund; the update of the 2030 renewable targets directive, with a coverage target set at 45% of energy needs, and the authorisation accelerations provided for renewable installations. Citizens’ awareness of the impact of their consumption patterns and their involvement in sustainable models is crucial to the just and ecological transition of the production system. To this end, the Council and Parliament have reached a provisional agreement on new rules to ban misleading advertising related to greenwashing practices and to provide consumers with better product information.
Also the issue of human rights, the protection thereof throughout the value chain and companies’ duty of care on the negative, actual and potential impacts has been at the heart of the debate of the European institutions, which reached a provisional agreement on a directive on this matter at the end of 2023.
At the national level, some significant institutional acts are worth mentioning: the adoption of the national strategy for the valorisation of Biodiversity and Ecosystems to 2030 and the approval of the National Climate Change Adaptation Plan, both by the Ministry for the Environment and Energy Security, as policy tools for managing and overseeing the relationship between the environment and mankind; the approval of the new national strategy for sustainable development, by the Interministerial Committee for Ecological Transition, which deals with the UN 2030 Agenda goals by adapting them to the Italian context.
At regional level, too, the institutions are active in strategic planning for sustainable transition, and in this regard the Lazio Region is the first in Italy to have approved the Regional Ecological Transition Plan (PTE). The PTE plans public spending for the achievement of global sustainability targets up to 2050, allocating a total of 5.9 billion from the NRRP and the PNC (4.6 billion) and from European funds (1.3 billion). There are four policy areas identified in the plan: Energy transition, agricultural transition, resource efficiency and sustainable land use. In addition to these, there are two key enablers as transversal and functional areas for the development of the first four: cultural transformation and digital transformation, which consider not only technical and sectoral aspects, but also the lifestyles, habits and mindsets of individuals and communities as an enabling condition of the overall change process.

ENVIRONMENTAL AND ENERGY SCENARIOS

The natural environment is the basic scenario in which the Group’s activities are developed and, as such, it is of fundamental importance to understand the regulations and global trends that impact the same, also in relation to links between the environment and energy/climate scenarios.
In the World Economic Forum's Global Risks Report 2023, environmental challenges emerge as the main and most serious perceived threats for the next 10 years, confirming the importance of having a global vision on environmental and climate issues. In 2023, COP28, held in Dubai, was the venue for the firstglobal stocktake, i.e. an occasion to assess the combined effect of all Nationally Determined Contributions (NDCs). In this context, the parties defined an agreement to accelerate the global transition, promoting the "transition away” formula, and including for the first time in history an explicit reference to moving beyond fossil fuels to reach climate neutrality by 2050 and agreeing to triple the amount of renewable energy and double efforts for energy efficiency. With reference to the energy situation, the IEA’s World Energy Outlook 2023 confirms the ongoing transition scenario, with growing opportunities for clean energy (+40% for investments since 2020), while also forecasting an increase in liquefied natural gas projects in 2025, to deal with worries about supplies.
In line with COP28, to achieve the zero net emissions goals by 2050, the IEA confirmed that additional progress was needed, including a tripling of renewable energy production, a doubling of energy efficiency and an increase in electrification, with a reduction in methane emissions from fossil fuel operations.
2023 was a decisive year for future European environmental policies.
The European Parliament also approved the Nature Restoration Law, the first European legislation that explicitly aims to restore nature with legally binding targets for member states. In October 2023, during the European Business & Nature Summit in Milan, companies, financial institutions, governments and representations from academia and civil society met to discuss how companies can respect the commitments in the Kunming Montreal Global Biodiversity Framework (GBF) adopted in 2022. The event also saw the launch of the European Business and Nature Charter.
In 2023, the Taskforce on Nature-related Financial Disclosure (TNFD) issued its final document, containing recommendations on nature aimed at organisations, sectors and value chains.
In its Code of Ethics the Acea Group assigns fundamental importance to principles linked to sustainability and the adoption of a climate strategy. In 2023, Acea received validation of its Science Based Targets Initiative (SBTi) for its emission reduction target (by 2032), in line with climate science indications. Also in 2023, the Group participated in the Carbon Disclosure Project (CDP) on climate altering gas emissions and published its second climate-related disclosure following the Recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), enriching its projects aimed at identifying risks and analysis of medium/long-term climate scenarios.

STANDARDS IN THE REFERENCE MARKETS AT A LOCAL, NATIONAL AND SUPRA-NATIONAL LEVEL

The regulatory context of the Acea Group is wide-ranging and articulated according to the specificity of the businesses handled and the variety of the frameworks within which the legal and regulatory disciplines intervene, which affect the business operations, from administrative authorisation profiles to those protecting the market and competition.
A revision of the NRRP was carried out during the year, as a result of which the European resources of the recovery and resilience facility earmarked for financing increased from €191.6 billion to €194.4 billion, with an increase of €2.8 billion in grants earmarked for Italy to finance the REPowerEU chapter, with measures focusing on strengthening energy independence and security, enhancing electricity distribution networks, accelerating renewable energy production, reducing energy demand and strengthening the skills needed for the green transition. Also with reference to the NRRP, Law 41/2023 converting Law Decree 13/2023 (socalled “NRRP Decree 3”) introduced further environmental authorisation simplifications for renewable energy plants and also environmental impact assessments – EIAs.
Legislative Decree No 18 of 23 February 2023, transposing the European Directive 2020/2184/EU on the quality of water intended for human consumption entered into force. The standard sets out the conditions under which water intended for human consumption can be considered “healthy and clean” by revising and introducing new limits for substances that are hazardous to health (including PFAS, chromium and chlorates).
It defines hygiene requirements for materials coming into contact with drinking water and introduces a risk-based approach to ensure the safety of water intended for human consumption and to improve fair access for everyone to safe drinking water.
To cope with the agriculture water emergency, Law Decree No.
39 of 14 April 2023, the so-called “Drought Law Decree” provides for the option, until 31 December 2023, to reuse for agricultural irrigation purposes the purified wastewater produced by sewage treatment plants (already in operation on the date of entry into force of the Decree), subject to the submission of a risk management plan. It should be noted that Regulation (EU) 2020/741 entered into force in June 2023, defining for the first time at European level the minimum requirements for the use of reclaimed water, i.e. urban waste water treated and then refined for agricultural purposes.
The European Commission, with Decision 2023/863/EU, allocated additional emission allowances to some member states in sectors not currently covered by the greenhouse gas emission allowance trading scheme (ETS), such as the waste sector. In this first allocation phase, Italy and other States received additional allowances of 20 % of the total surplus for the period from 2013 to 2020, for a total of about 48 million tonnes of CO₂ equivalent. In addition, also in the year under review, the European legislator stipulated that the new EU ETS rules will come into force on 1 January 2024, bringing new monitoring and reporting requirements also for waste incinerators, with a view to future inclusion in the system, which could take place as early as 2028.
Again with regard to the waste sector, at national level, the Council of State, with regard to the system of minimum plants, i.e. those identified by each region where waste treatment is regulated both in terms of flows and tariffs, confirmed the orientation expressed by the Lombardy Regional Administrative Court, which found the regulations implemented by ARERA Resolution 363/2021/R/Ref to be unlawful. The Council of State's pronouncements reiterate the need for central planning and refer in particular to the National Waste Management Programme (NPRAG), a guidance instrument for the regions in waste management planning approved by Ministerial Decree No. 257 of 24 June 2022. As a direct consequence of the rulings, all the regional acts deriving from the ARERA resolution ceased to exist for the two-year period 2022-2023, although the regulatory powers remain in force for the future. Finally, the new national procurement rules came into force, with Legislative Decree No. 36 of 31 March 2023 (socalled “New Procurement Code”), which introduces the digitalisation of the entire procurement lifecycle, revises the thresholds and qualification systems with the government-stated aim of “enabling institutions and businesses to work swiftly to provide goods and services to citizens”.

REGULATION OF THE SECTOR AUTHORITY

The Regulatory Authority for Energy Networks and the Environment (ARERA) acts on Acea’s business areas (energy, water and environment), regulating their operation in the definition of technical and commercial service standards and in the regulation of remuneration mechanisms for regulated entities.
With regards to energy distribution, ARERA defines national service standards for each regulatory cycle which regulate commercial aspects (quotes, works, supply activations/deactivations, complaints procedure) and technical aspects (service and supply continuity). 2023 represents the last year of the fifth regulatory period on the quality of distribution, measurement and transmission services. In the year under review, the new tariff Regulation framework (TIROSS), was also approved, providing for the verification of expenditure and service targets for regulated infrastructure services in the electricity and gas sectors that will apply for the period 2024-2031.
With Resolutions 637 and 639 of 2023 regarding the water sector, ARERA approved the rules for the fourth regulatory period, which will come into force in 2024, with mechanisms that incentivise the efficiency of operators also through a greater emphasis on environmental sustainability activities, and measures also to counter the impact of ongoing climate change, by protecting water, fostering the decarbonisation of energy consumption and making infrastructure more resilient in stress situations.
The regulation of contractual quality and technical quality sets out incentive systems in the form of rewards and penalties to be awarded on the basis of the performance of the operators. In particular, with Resolutions 476 and 477 of October 2023, the Authority disclosed the final results of the application of the incentive mechanism of the Technical and Contractual Quality Regulation for the Integrated Water Service in the two-year period 2020-2021.
In the environmental sector, ARERA’s activities, in line with the duties assigned by Law 205/17 (art. 1, paragraph 527) are aimed at governing the integrated management of urban waste and the individual activities associated with it, guaranteeing accessibility and usability of the service throughout the country while simultaneously ensuring service provision levels and adapting the infrastructure as a whole to achieve European objectives. The remit of the Authority falls within a multi-level sectoral governance system, characterised by statutory responsibilities on general targets (including the circularity targets set by EU legislation, and the adoption of the National Waste Management Programme - PNGR) and local (regional) responsibilities on the planning of services. In this context, Resolution 363/2021 (so-called MTR-2) and the subsequent intra-period update, which took place with Resolution 389/2023 are relevant, introducing a first Regulation of access to end of cycle plants for the 2022-2025 regulatory period. Resolution 387/2023 also introduced a first quality Regulation for treatment plants, specifically for monitoring technical and operational performance as well as transparency obligations toward service users.
As regards the sale of energy and gas, ARERA has implemented the provisions of the MITE Decree No. 164 of 25 August 2022, namely the Register of Electricity Sellers regulation.
Enrolment and retention on this register is a requirement for selling electricity on the free market and is a tool aimed at consumers as a guarantee of the seller’s reliability (technical, financial and good repute) parameters.

DEVELOPMENT AND TECHNOLOGICAL INNOVATION

The Innovation Model calls for development of national and international partnerships, with players in the innovation ecosystem active in sectors of strategic interest to the Group, to activate privileged channels of access to ideas, business and technological opportunities, research and attract new talents to innovate business, processes and corporate products.
In this context, key actions include the continuation of Acea’s participation in Zero Accelerator, to support the best innovative start-ups and SME developing technological projects and solutions in the greentech sector, as well as the House of Emerging Technologies in Rome, the first permanent living lab to develop the Smart City of the future. Acea has also joined as a partner in the ROAD (Rome Advanced District) project, the first innovation district for technological and sustainable innovation dedicated to new energy chains.
Acea also engages with academia and with specific Observatories, such as the Startup Intelligence Observatory of the Politecnico di Milano. 

DEVELOPMENT OF HUMAN CAPITAL

Acea focuses on enhancing the distinctive skills of people and has continued the work of the Acea Business School to facilitate the development of new mindsets in managerial, governance and technical-digital fields, through the implementation of top-level training courses delivered remotely and live, enabled by partnerships with high-profile institutions (universities, business schools, research centres, professional studies, etc.). Moreover, every year Acea prepares an Equality & Care Plan that identifies goals and associated projects for diversity and inclusion and corporate welfare. In 2023, the “Equality Platform” was designed and launched. This is a physical and virtual arena for the dissemination of equality, diversity & inclusion culture and the exchange of ideas to create projects that meet the needs of people and organisations. The project will continue in 2024 with an event aimed at all users of the Equality Platform, who will also receive dedicated training.
Acea Spa has maintained the UNI/PdR 125:2022 gender equality certification.
The Group has in place an integrated corporate welfare system, based on listening to employees and their needs and structure around six fundamental pillars: health, psycho/physical well-being, family, reconciliation measures, economic assistance and complementary social security. Numerous initiatives have been implemented to implement the pillars of welfare, such as preventive health campaigns, psycho-physical well-being support and parenthood support services, as well as safety for women. These areas are shared with a Bilateral Committee, consisting of representatives from Group companies and the Unions.

SUSTAINABLE MANAGEMENT OF THE SUPPLY CHAIN

Acea acts on the supply chain to promote positive impacts on the various aspects of sustainability; for example, it is committed to establishing purchasing methods that include intrinsic product characteristics and process aspects that limit environmental impacts and encourage the implementation of initiatives aimed at minimising waste, reusing resources and protecting the social aspects of the procurement of goods, services and works. Acea undertakes this route referring to minimum environmental criteria applicable to green procurement, and also contemplates rewarding, non-compulsory aspects in its tenders.
Acea recognises the value of the companies in its supply chain that have chosen to be certified in the quality, environment, safety and energy schemes and has launched initiatives to develop and promote companies that demonstrably apply sustainability criteria, invest in safety training for their workers and use environmentally friendly means to carry out their activities. Acea carries out second-party verifications (through specific audits of suppliers) with the aim of raising awareness and supporting its partners in continuous improvement. Direct supplier engagement and review actions provide insight into emerging sustainability issues and create opportunities to jointly consider development paths. Additionally, Acea has established contractual standards that expressly require adhesion to and compliance with both the Organisational Control Model 231 (if suppliers have not already provided themselves with one), and the Antitrust and Consumer Protection Regulation Compliance Manual - General Principles, as well as the Anti-corruption Policy adopted by Acea.
With a view to increased monitoring of the supply chain, Acea has used a Group Vendor Rating system since 2021, which also includes a bonus indicator for aspects related to social and environmental sustainability (Ecovadis), as a tool for analysing, assessing and monitoring supplier performance. The number of suppliers assessed with Ecovadis increased significantly to 640 in 2023.

SAFETY AND HEALTH IN THE WORKPLACE

The strategic approach to safety is implemented in the widespread dissemination of an occupational safety culture and the ability to measure and monitor results. To this end, Acea runs awareness-raising campaigns and has adopted an advanced risk assessment model and implemented control and mitigation measures. Awareness-raising and engagement initiatives are also directed at Acea's contractors and sub-contractors, who are key partners in the development of businesses along the value chain.
Acea's Occupational Safety and Health Unit is responsible for defining occupational health and safety guidelines and policies for the group, including coordination of the activities of the Prevention and Protection Service Managers (RSPP), ensuring the documentation and knowledge management system on health and safety, investigation and after-the-fact reporting of accidents, near misses or procedure violations, and the monitoring of accidents and safety performance.
A Group RSPP Coordination Committee exists to share safety performance results and pool experiences, best practices and solutions to prevent accidents in the company.
The Group has adopted a system for collecting the safety performance of the companies towards the Holding Company, a software platform for the integrated management of H&S, quality and environmental issues, in compliance with Legislative Decree No. 81/08 and ISO standards, and an H&S Dashboard, as tools for reporting and analysing health and safety performance.
In line with Law 4 of 15 January 2021 and the requirement to protect the psycho/physical health of its employees in the workplaces envisaged under article 28 of Legislative Decree 81/08, Acea guarantees an inclusive, integrated and centred approach to gender perspectives to prevent and eliminate violence in the workplace. In this sense, the Risk Assessment Document was updated and supplemented with regards to this aspect, with more specific risk assessments for all homogeneous groups and identification of measures intended to prevent and, if necessary, contain the risk in workplaces

THE BUSINESS MODEL

The organisational structure (Chart 3) means that the Holding performs the role of steering and coordination of the Companies that make up the Group.
Acea SpA offers managerial support by means of management and legal, logistic, technical, financial and administrative services. Acea Spa’s organisational macro-structure is divided into corporate functions and departments (see Chart 4).

Chart no. 3 – Acea’s Business Model

Chart no. 4 – Acea SpA organisation chart as at 31.12.2023

Through Companies that it has equity investments in and for which it plays the role of industrial entity of reference, the Acea Group is involved in the chains of activities shown below. The business activities are broken down in the Strategic Plan (see the section titled Strategy and Sustainability), which defines corporate development guidelines based on the assessments of opportunities offered by the market, the regulatory and social context of reference, the governance system and a thorough identification and weighting of the risks that can impede the achievement of the goals. Acea Group pursues corporate management that is consistent with the principles of sustainable development and pays the utmost attention to interactions with the natural environment and stakeholder relations.