Acea’s Governance System

Our Corporate Governance model is based on principles of transparency, equilibrium and separation of leadership, management and control activities.

Key elements of our governance

 

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

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. 

 

As recommended by the Corporate Governance Code, the parent company’s BofD has set up three Committees, each with a 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. 

 

Furthermore, Acea has established a Communities Committee, comprising three non-executive and independent directors. This Committee has been assigned investigative, advisory and supervisory duties for the healthy and virtuous development of relations with the territories where the Group operates and, with specific reference to the procedure for the concession, on the part of the Group, of sponsorships and donations, in observance of corporate prerogatives and the regulatory and legislative constraints applicable to individual subsidiaries.


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.

Auditing Firm

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 2023

€ thousand

 

Type of service

Parent Company

auditing firm

Parent company

auditing firm network

Total

Statutory audit

of accounts

220-220

Certification

services

73-73
Other services232187419
Total fees524187712

 

Updated on December 31, 2024

Documents

Articles of Association (only italian version)

PDF 4,547 Kb

Articles of Association highlighting the changes introduced by the 2024 Annual General Meeting

PDF 245 Kb

Minutes of the General Meeting on 19 December 2024

PDF 1,804 Kb

2023 Report on Corporate Governance and Ownership Structures

PDF 481 Kb

Code of Ethics

PDF 1,324 Kb

2023 Remuneration Report

231 Organisation Model

PDF 1,093 Kb

Internal Dealing Regulation. Behavioural and disclosure obligations

PDF 77 Kb

Human Rights Policy

PDF 2,358 Kb

Further information

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.