Corporate governance at Acea
The governance model adopted by Acea complies with the best practice 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. Three Committees are established within the Board with proposal and consultation responsibilities: the Control and Risks Committee, the Appointments and Remuneration Committee and the Ethics and Sustainability Committee.
There is also the Committee for Related Party Transactions, in implementation of Consob regulations, composed of Independent Directors, and the Committee for the Region, which is tasked with enquiry, consultation and monitoring duties for a healthy and virtuous development of the relationship with the territories where the Group operates and with particular reference to the sponsorships and donations granted by Acea, in accordance with the corporate prerogatives and the legislative and regulatory limitations applicable to the individual subsidiaries.
Lastly, the Board of Statutory Auditors performs supervisory duties, according to the traditional model in force.
Chart no. 14 – Activities of the Corporate Governance Committees
During the year, the Departments, Functions and Business Units tasked with oversight of relevant topics such as Communication, Administration, Finance and Control, Investor Relations & Sustainability, Procurement and Logistics, Human Resources, Occupational Health, etc. were convened as normal by the Board Committees of reference.
The company is managed by the Board of Directors, which can have from 5 to 9 members depending on the decision of the Shareholders’ Meeting. The members of the BoD 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 law37.
The Board in office, appointed in May 2020, is composed of 9 directors, 4 of whom are women.
The Board of Directors met fourteen times during the year.
The Chief Executive Officer is the only 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 about the Directors of Acea SpA: CVs, gender, qualification of independence, presence in meetings of the Board and the Committees they are members of and any positions in other Companies.
Table no. 8 – Structure of the Board of Directors and Committees of Acea SpA (as at 31/12/2021)
|role in the BoD
|MASSIMILIANO CAPECE MINUTOLO DEL SASSO
|GIACOMO LA ROCCA
(*) The Director Diane Galbe, following the new appointment, submitted her resignation to the Acea BoD on 25 February 2022.
THE ROLE AND POWERS OF THE BOARD OF DIRECTORS IN ACEA
The duties lying with the Board of Directors pursuant to the law provisions, 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 CHAIRMAN, 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; ensuring 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; verifying 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 BoD. The current Chief Executive Officer is identified by the BoD as the Director in charge of the SCIGR and performs the duties of Head of the Business Development Strategies, Production and Overseas Department.
The Chairman 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.
INTEGRATED GOVERNANCE INDEX 2021 AND ACEA POSITIONING
The Integrated Governance Index (IGI) is a consolidated analysis which assesses the positioning of companies against sustainability governance developments. The questionnaire underlying the index, now in its sixth edition in 2021, 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 challenging issues. In 2021, the Extraordinary Area looked at ESG Identity. The topics examined by the Ordinary Area range from the Corporate Governance Code to remuneration linked to ESG aspects, from the purpose to succession plans.
Acea, in its fifth year of participation, achieved a score of 59.23 (scale of 0-100), coming 21st place out of a total of 80 respondents and recording a decrease compared to the previous year (score of 64.6 and 15th place). In particular, the areas where Acea performed best were compliance with the Corporate Governance Code, Board and Sustainability Committees, Human Resources and the integration of ESG topics into strategies and remuneration. The aspects with the least points related to the Succession Plans, ESG Finance, Digital ESG Governance and the Purpose and stakeholders. It should also be noted, as acknowledged by the analysts, that improvement initiatives on a number of these critical aspects, such as the issue of a green bond in January 2021, were already in place at the time of the search but could be not included due to the time limits of the survey. The IGI findings were subject to a specific induction aimed at the Acea Directors.
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.
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 right38.
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.
The Parent Company has a number of Company Committees that operate on a continuous or periodic basis, attended by company management, in order to deal with significant aspects of the business or to assess strategic initiatives, facilitating decision-making processes and increasing the capacity for a prompt and coordinated response from an integrated perspective.
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 may set the fixed emoluments of the BoD members throughout their term of office and, furthermore, decides for or against (binding resolution pursuant to art. 123-ter of the Finance Act, paragraph 3-ter) the first section of the Report on Remuneration (paragraph 3 of the same article) and decides for or against (non-binding resolution pursuant to art.123-ter of the Finance Act, paragraph 6) the second section of the Report on Remuneration (paragraph 4 of the same article). The remuneration was confirmed for the Board members, as established by resolution of 5 June 2014; the Board of Directors, in exercising its competence in setting the payments for the Directors with special offices, resolved on the retributive references for the Chairman and the Chief Executive Officer throughout their term in office.
For more details see the Report on the remuneration policy and on the fees paid – 2021 available on the website www.gruppo.acea.it.
Acea’s Internal Control and Risk Management System (SCIGR), which holds a central role in the Group’s corporate governance structure, consists of a set of people, tools and organisational structures intended to:
- identify the risks that can affect the pursuit of the objectives defined by the Board of Directors;
- encourage the taking of conscious decisions that are consistent with the company’s objectives, within the context of a widespread knowledge of the risks and the level of tolerance to them, legality and company values;
- safeguard the company’s assets, the efficiency and effectiveness of its processes, the reliability of the information provided to corporate bodies and the market and compliance with internal and external regulations.
37Pursuant 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
31/12/2021, 5 Directors are effectively independent.
38With 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.