Our governance bodies
The Acea SpA Board of Directors defines strategic guidelines for the group and is responsible for corporate governance, pursuing the sustainable success thereof.
Our Corporate Governance model is based on principles of transparency, equilibrium and separation of leadership, management and control activities.
Our governance system, which is divided into a series of principles, rules and procedures, is in line with the Corporate Governance Code for listed companies promoted by Borsa Italiana, as adopted by us in 2001.
The corporate governance system is essentially aimed at creating sustainable value for its shareholders over the medium-long term, taking into account the social relevance of our business and the need to give adequate consideration to all the interests involved.
It is based on four pivotal elements:
The central role of the Board of Directors
The correct handling of conflict of interest situations
Transparency in the disclosure of corporate management decisions
Effectiveness and efficiency of the Internal Control and Risk Management System
The Acea SpA Board of Directors defines strategic guidelines for the group and is responsible for corporate governance, pursuing the sustainable success thereof.
As recommended by the Corporate Governance Code, the parent company’s BofD has set up three Committees, each with a investigative, proactive, advisory role:
Control and Risks Committee
Appointments and Remuneration Committee
Ethics, Sustainability and Inclusion Committee
In accordance with Consob requirements, a Related Party Transactions Committee has also been set up.
In addition to the committees established by regulation or recommended by the Corporate Governance Code, a Territorial Committee has been established. Comprising three non-executive directors, mostly independent, it serves in an advisory and monitoring capacity with regard to the process of granting sponsorships and donations.
The Board of Statutory Auditors has the task of monitoring regulatory compliance and overseeing the group’s correct administration.
The Annual General Meeting appoints, via slate vote, the Board of Directors and the Board of Statutory Auditors. Each year it approves the annual financial statements and, wherever necessary, is called in extraordinary session to pass the resolutions reserved to its competence by law and by the Articles of Association.
The certified audit of the accounts is performed by the independent auditors PwC.
The person in charge of the audit is Luigi Necci.
Pursuant to Article 149-duodecies of the CONSOB Issuers’ Regulation, the following table sets out the fees accrued by PwC during 2024
€ thousand
Type of service | Parent Company | Parent company | Total |
|---|---|---|---|
Statutory audit | 257 | - | 257 |
Certification | 267 | - | 267 |
Other services | 231 | 138 | 369 |
Total | 755 | 138 | 892 |
Update on December 31, 2024
Articles of Association
The current Articles of Association were approved by the Annual General Meeting of 19th December 2024.
The Articles of Association establish the company name, head office, duration and the company's corporate purpose, its share capital, the characteristics of shares and debentures and the corporate bodies.
The Articles of Association (only Italian version)
Articles of Association with evidence of changes made during the 2024 Annual General Meeting
Minutes of the Annual General Meeting of 19th December 2024 (only Italian version)
The Articles of Association - 2023 (only Italian version)
PDF 496 Kb
Articles of Association with evidence of changes made during the 2023 Annual General Meeting (only Italian version)
PDF 247 Kb
Minutes of the Extraordinary Annual General Meeting of 18th April 2023 (only Italian version)
PDF 3,690 Kb
Articles of Association showing the amendments made by the BoD meeting of 24/01/2013
PDF 195 Kb
Minutes of the BoD meeting on 24/01/2013
PDF 106 Kb
Articles of Association showing the amendments made by the Extraordinary Shareholders’ meeting of 22 March 2010 - only italian version - english updating
PDF 58 Kb
Minutes of BoD meeting of 27/10/2010 (only Italian version)
PDF 925 Kb
2024 Report on corporate governance and on the ownership structure (only italian version)
PDF 1,124 Kb
2023 Report on corporate governance and on the ownership structure (only italian version)
PDF 481 Kb
2022 Report on corporate governance and on the ownership structure (only italian version)
PDF 949 Kb
2021 Report on corporate governance and on the ownership structure (only italian version)
PDF 949 Kb
2020 Report on corporate governance and on the ownership structure (only italian version)
PDF 836 Kb
2019 Report on corporate governance and on the ownership structure (only italian version)
PDF 992 Kb
2018 Report on corporate governance and on the ownership structure (only italian version)
PDF 698 Kb
2017 Report on corporate governance and on the ownership structure (only italian version)
PDF 1,128 Kb
2016 Report on corporate governance and on the ownership structure (only italian version)
PDF 787 Kb
2015 Report on corporate governance and on the ownership structure (only italian version)
PDF 557 Kb
2014 Report on corporate governance and on the ownership structure (only italian version)
PDF 360 Kb
2013 Report on corporate governance and on the ownership structure (only italian version)
PDF 572 Kb
Code of Ethics
PDF 1,324 Kb
2025 Remuneration Report
PDF 1,816 Kb
231 Organisation Model
PDF 1,093 Kb
Internal Dealing Regulation. Behavioural and disclosure obligations
PDF 77 Kb
Human Rights Policy
PDF 2,358 Kb
Internal Control and Risk Management
The set of people, tools, regulations and organisational structures aimed at ensuring the Group’s sound and correct management.
Remuneration
The remuneration system pertaining to Directors, General Managers and Executives with strategic responsibilities.
Internal dealing
The rules ensuring that our managers carry out transactions pertaining to the purchase and sale of securities in full compliance with regulations.