Corporate governance at Acea

[GRI - 102-9], [GRI - 102-10], [GRI - 102-11], [GRI - 102-12], [GRI - 102-14], [GRI - 102-15], [GRI - 102-16], [GRI - 102-17], [GRI - 102-18], [GRI - 102-19], [GRI - 102-20], [GRI - 102-21], [GRI - 102-23], [GRI - 102-24], [GRI - 102-26], [GRI - 102-29], [GRI - 405-1],

The governance model adopted by Acea complies with the recommendations of the Corporate Governance Code and with the principles of transparency, balance and separation between guidance, management and control activities.
The Acea SpA Board of Directors establishes the strategic guidelines of the Group and is responsible for corporate governance. Within the Council, three committees were set up with a proposal and advisory function: the Control and Risk Committee, the Appointments and Remuneration Committee and the Ethics, Sustainability and inclusion Committee55.
There is also a Related-Party Transactions Committee, in implementation of CONSOB regulations, composed of independent Directors, and a Committee for the Region, which is entrusted with investigative, advisory and monitoring tasks, particularly for the management of sponsorships and donations granted by Acea, in compliance with the Company's prerogative rights and the regulatory and legal constraints applicable to individual subsidiaries, aimed at ensuring the development of healthy and virtuous relations with the regions in which the Group operates.
Lastly, the Board of Statutory Auditors performs supervisory duties, according to the traditional model in force

Chart no. 13 – Activities of the Corporate Governance Committees

chart 13

During the year, the directorates, functions and organisational units overseeing relevant issues such as Communication & Media Relations, Technology & Solutions, Risk Management, Compliance & Sustainability, People Culture & Organisation, Ethics Officer, etc. were regularly convened by the relevant inter-board committees. In addition, measures taken to develop and improve knowledge on sustainability issues include opportunities for Directors to keep up to date, through speeches by company or external experts or the presentation of documentary reports. In this regard, for example, discussions were held on adapting the functioning of the Ethics, Sustainability and Inclusion Committee in the light of the regulatory changes currently underway. Inductions were held for the business sectors relevant to Acea, and these included information on risks and sustainability; in-depth studies were conducted on some of the sustainability-related activities implemented by the Company, including the expected regulatory changes, and on specific projects, such as the definition of the Human Rights Policy.

The company is managed by the Board of Directors, which can have from 7 to 13 members depending on the decision of the Shareholders’ Meeting. Board members remain in office for three financial years and can be re-elected. The method for selecting the members of the Board guarantees gender representation, an adequate number of Directors representing minorities and Independent Directors in accordance with the law56.
The current Board, appointed in April 2023, consists of 13 directors, of whom, as at 31 December 2023, seven were women. Referring to the date of first appointment to the Board of Directors, on average, directors have a term of office of approximately 1 year and 9 months at the end of 2023.
The Board of Directors met twenty-four times during the year.
The Chief Executive Officer/General Manager is the sole Executive Director.
In accordance with the Corporate Governance Code, Acea carries out a board evaluation annually, availing of an external advisor in order to assess the adequacy of the dimension, composition and function of the BoD and its internal Committees, as well as the issues discussed.

The Report on Corporate Governance and Shareholders’ Structure, available on the institutional website (www.gruppo.acea.it), provides information on the Directors of Acea SpA: CVs, gender, independence qualifications, directors' interests and transactions with related parties, attendance at meetings of the Board and Committees of which they are members, and any positions held in other companies. This Report also sets out the process for the appointment and replacement of Board members, governed by the Articles of Association, as amended at the Shareholders' Meeting of 18 April 2023

Table no. 13 – Structure of the Board of Directors and Committees of Acea SpA (as at 31.12.2023)

  Role in the BoD Appointments and Remuneration Committee Control and Risks Committee Ethics and Sustainability Committee Executive director Independent director
BARBARA MARINALI Chairperson         X
FABRIZIO PALERMO CEO       X  
NATHALIE TOCCI Director Member       X
ELISABETTA MAGGINI Director   Member Chairperson   X
MASSIMILIANO CAPECE MINUTOLO DEL SASSO Director Chairperson Member Member   X
ALESSANDRO CALTAGIRONE Director         X
ANGELO PIAZZA Director Member        
ALESSANDRO PICARDI Director   Chairperson     X
LUISA MELARA Director     Member    
VINCENZA PATRIZIA RUTIGLIANO Director Member   Member    

FRANCESCA

MENABUONI (*)

 Director   Member      
ANTONINO CUSIMANO Director   Member      
ANTONELLA ROSA BIANCHESSI Director     Member    

(*) Director Thomas Claude Devedjian resigned on 31 October 2023. Director Francesca Menabuoni was appointed to replace Director Thomas Claude Devedjian at the Board meeting of 10 November 2023

THE ROLE AND POWERS OF THE BOARD OF DIRECTORS IN ACEA

The duties lying with the Board of Directors pursuant to the law pro- visions, the Articles of Association and in compliance with the recommendations provided in the Corporate Governance Code include:

  • Definition of the strategic direction;
  • Economic and financial coordination of the Group’s activities;
  • Definition of the guidelines of the Internal Control and Risk Management System (SCIGR), nature and level of risk compatible with the Company’s strategic objectives, including significant risks for medium-long term sustainability;
  • Establishing the Committees required by the Corporate Governance Code and appointing their members;
  • Adopting the Organisation, management and control model as pursuant to Legislative Decree no. 231/01;
  • Assessing the adequacy of the organisational, administrative and accounting structure of Acea and its strategic subsidiaries;
  • Interacting with the shareholders, encouraging their participation and enabling them to exercise their rights;
  • Evaluating the independence of its non-executive members at least on a yearly basis.

 

FUNCTIONS OF THE CHAIRPERSON AND CHIEF EXECUTIVE OFFICER

The Chairman is the legal representative of the Company and is vested with powers of signature. He/she also convenes and chairs the Board of Directors and Shareholders’ meetings. The Chairman supervises the secretariat of the Board of Directors of the Parent Company and oversees the proceedings of the Board of Directors, ensuring the timeliness and completeness of the meeting and pre-meeting information; ensures that appropriate information flows are in place between Acea and the Group companies in order to monitor the consistency between the strategic guidelines and the performance; verifies the implementation of the resolutions adopted by the Board of Directors and the rules and principles of Corporate Governance, also in implementation of the powers reserved to the Board of Directors. He also presides over the topics of corporate social responsibility.
The Chief Executive Officer is entrusted with the ordinary business of the Company. He/she has signing powers for the company and legal and procedural representation and any other powers delegated to him/her within the limits of the law and the By-laws. His/her terms of reference are based on long-term plans and annual budgets approved by the Board of Directors. Moreover, he/she ensures and monitors compliance with operating guidelines, implementing organisational and procedural changes to the Parent Company’s activities consistent with the guidelines issued by the Board of Directors.
The Chairperson and the Chief Executive Officer may jointly implement acts reserved for the Board of Directors concerning contracts, purchases, participation in tenders, issue of sureties, appointment of members of the Board of Directors and Boards of Statutory Auditors of the most significant subsidiaries and affiliates when the urgency of the matter does not allow their convocation, informing the Board at its first subsequent meeting, which shall establish the existence of proven urgency and need.

MANAGEMENT AND COORDINATION OF THE ACEA GROUP

The Acea Group Management and Coordination Regulation, approved by the Board of Directors of Acea SpA, defines the general rules that regulate governance relations between the Parent Company and the Companies directly or indirectly controlled by it and subject to its management and coordination. The Regulation establishes the Acea Group's organisational guidelines and code of conduct, aimed at guaranteeing and guiding the management of the Subsidiary Companies towards common Group objectives, consistent with the strategic guidelines defined by the Parent Company, to achieve a more effective risk monitoring process to maximise shareholder value, as well as to ensure effective focus on stakeholders in the areas in which Acea operates.
When conducting its business, the Parent Company seeks to balance the interests involved, drawing inspiration from the principle of “compensatory advantage”, according to which individual transactions must be examined and assessed ex ante by each Company in the light of any other advantage (real or potential) derived by the same Company from the pursuit of Group interests and policy. The transactions carried out by each Subsidiary must therefore not be considered solely in the interest of the Company itself, but in the broader context of the economic, asset-related and financial expectations, directly or indirectly deriving from the economic, asset-related and financial strategies of the entire Group.

INTEGRATED GOVERNANCE INDEX 2023 AND ACEA POSITIONING

The Integrated Governance Index (IGI) is a well-established and accredited analysis that assesses the evolution of companies in relation to developments in sustainable corporate governance. The questionnaire underlying the index, now in its eighth edition in 2023, is addressed to the top 100 Companies listed on the Italian Stock Exchange, to the Companies that publish a Non-Financial Statement pursuant to Legislative Decree no. 254/2016, and to the top 50 non-listed financial and industrial Companies in the Mediobanca classification. The questionnaire consists of an ordinary area, divided into ten areas of analysis, and an extraordinary area, which varies each year, and explores particularly significant issues. The topics investigated by the ordinary area range from adherence to the Corporate Governance Code to variable remuneration linked to ESG aspects, from purpose to ESG digital governance. Acea, in its seventh year of participation, achieved a score of 60.90, (on a scale of 0-100), ranking 16th out of a total of 98 respondents and recording an improvement in score and equal ranking despite the increased number of participants (in 2022, it scores 60.45 and ranked 16th out of 86 respondents). In particular, the areas in which Acea shows significantly better performance, compared to the sample of listed companies, are Board and Sustainability Committees, Human Resources and Finance. The aspects in which, for the edition under review, there are areas for improvement considering current trends are Purpose, Materiality and Stakeholders and integration of ESG into strategies.

In accordance with current legislation, the Ordinary and Extraordinary Shareholders’ Meeting may be called up by the Board of Directors and at the request of shareholders representing at least 5% of the share capital. Furthermore, in compliance with such provisions, the shareholders representing at least 2.5% of the share capital may request the addition of new topics be added to those to be discussed and submit resolution proposals for matters already included in the agenda of the Meeting.
Shareholder participation is facilitated by technology-based interactions (electronic notice of proxies; notice of call posted on the website). Prior to the date set for the meeting, the shareholders may submit enquiries regarding topics on the agenda, also by email. There are no shares with limited voting rights or devoid of such right57.
Except for the shareholder Roma Capitale, restrictions shall apply to the voting right of shares exceeding 8% of the share capital, as laid down by the Articles of Association. Neither shareholders’ agreements nor special rights of veto or in any way affecting the decision-making process exist other than as a result of the equity interest held.

A number of managerial committees are operational in the Parent Company. They oversee specific aspects of business or represent forms of coordination and policy sharing, facilitating decision-making processes and increasing the capacity for prompt and coordinated integrated responses, such as the Executive Committee, the Equality, Diversity & Inclusion Committee, and the Purchasing Committee.

TOP MANAGEMENT REMUNERATION DETERMINATION PROCESS

A Remuneration policy is in place in Acea concerning top management, directors tasked with specific duties and executives holding key positions.
The remuneration system regarding these individuals is based on a clear and transparent process, with a key role being played by the Appointment and Remuneration Committee which formulates proposals regarding the remuneration Policy and the Board of Directors of the Company which approves them. The role of the two main corporate governance bodies ensures the observance of rules which avoid producing conflicts of interest and ensuring clarity through adequate information.
The Shareholders’ Meeting, pursuant to art. 2389 of the Civil Code, may decide not to intervene in determining the remuneration of the executive directors and members of the Committees, or may establish the maximum threshold, leaving the Board to decide on how to allocate it. It also resolves in favour of or against (binding resolution, pursuant to article 123-ter of the Consolidated Law on Finance, paragraph 3-ter), the first section of the Remuneration Report (paragraph 3 of the same article) and in favour of or against (non-binding resolution, pursuant to article 123-ter of the Consolidated Law on Finance, paragraph 6) the second section of the Remuneration Report (paragraph 4 of the same article). The Board of Directors determines the remuneration of the Chairperson, Chief Executive Officer and other Directors with specific duties, on proposal by the Appointments and Remuneration Committee, and also the remuneration due to the members of the Committees within the Board of Directors and the remuneration of the Executives with strategic responsibilities. The BoD, unless the Shareholders’ Meeting has already done so, determines the breakdown of the overall remuneration among the individual Board members.
Lastly, it should be noted that the remuneration for the members of the Board of Directors, to be determined by the Shareholders' Meeting at the time of renewal of the Board of Directors, was set at € 45,000 at the Shareholders' Meeting of 18 April 2023.
For more details see the Report on the remuneration policy and on the fees paid – 2023 available on the website www.gruppo.acea.it.

Under the regulations in force (CONSOB Issuers' Regulations), the Report on the Remuneration Policy and on the Fees Paid must include information on the shareholdings of members of the Board of Directors and Board of Statutory Auditors, General Managers and other Executives with strategic responsibilities; therefore, the shares held at the end of the reference year are reported, as well as details of those purchased and/or sold during the year. There are no specific requirements for the ownership of shares by Acea SpA Directors, but under Acea's Internal Dealing regulation, in line with market abuse regulations, transactions must comply with certain obligations (over-the-limit transactions and blackout periods).

55 The Committee, previously the Ethics and Sustainability, was renamed in May 2023.
56 Pursuant to art. 147-ter., para. 4 of Legislative Decree 58/98, so-called Finance Act (TUF), the minimum number of independent Directors must be 1 in the case of a BoD up to 7 members, 2 in the case of BoD exceeding 7 members. During the year the BoD verified that the Directors met the conditions required to qualify as independent. As at 31/12/2023, 11 Directors are effectively independent.
57 With the exception of 416,993 own shares (corresponding to about 0.2% of the total shares) for which the right of vote is suspended pursuant to art. 2357-ter Civil Code. See also the Report on corporate governance and the shareholders’ structure.