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
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.
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 services | 232 | 187 | 419 |
Total fees | 524 | 187 | 712 |
Updated on December 31, 2024
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.