Our Board of Directors

The role and powers of the Board of Directors

 

The responsibilities of the Board of Directors particularly comprise:

 

• the definition of strategic and management guidelines and formulation of the company’s growth channels;

   

• the economic-financial coordination of the Group’s activities via approval of the long-term strategic plans, including the financial plan, investments and annual budgets;

   

• the definition of  Internal Control System and Risk Management guidelines, with a view to ensuring that the main risks pertaining to Acea and its subsidiaries – including the various risks that are potentially important from a medium/long-term sustainability perspective – are correctly identified, measured, managed and monitored;

   

• definition of the nature and level of  risk  in keeping with the strategic objectives identified by the company, including in its evaluations all factors that are potentially important with a view to the company’s sustainable success;

   

• adoption of the Organisation, management and control model pursuant to Italian Legislative Decree no. 231/01 and appointment of the Supervisory Committee;

   

• the approval of all transactions of an extraordinary nature, as well as the acquisition and sale of shareholdings;

   

• upon a proposal by the relevant committee and having heard the Board of Statutory Auditors, the fixing of remuneration for the Chairperson, the Chief Executive Officer and the other Directors with specific duties, as well as the fees payable to members of the internal Board Committees;

   

• the establishment of an ongoing dialogue with shareholders, based on a mutual understanding of respective roles;

   

• the establishment of safeguards to protect the handling of personal information and sensitive data pertaining to third parties;

   

• adoption of the procedures required to protect workers' health and the appointment of workplace safety supervisors.

Activities

 

In particular, during FY2023 the Board of Directors:

 

• evaluated the general trend in performance at the time of preparing the financial report, particularly taking into account the information received from the empowered bodies, as well as periodically comparing the results achieved with those forecast;

   

• approved the Company’s remuneration policy, which includes variable short and long-term incentive schemes based on quantitative sustainability targets;

   

• prepared the proposal concerning the amendment to Article 15 of the Articles of Association for the Annual General Meeting, which approved the same on 18 April 2023;

   

• expressed its guidance to Acea’s shareholders on the quantitative and qualitative composition of the Board of Directors, deemed optimal in view of the Board’s renewal;

   

• approved the amendment to the Procedure for Related Party Transactions;

   

• approved the issuing of one or more series of bonds, also in the form of green bonds, under the EMTN programme (for a total nominal value of up to € 600 million).

   

For further details on the work performed by the Board of Directors, reference is made to the 2023 Report on Corporate Governance and the Ownership Structure. 

Self-assessment

 

On 14 December 2023, the Board of Directors resolved to carry out an assessment ("Board Review") of its size, composition and functioning, as well as its Committees, for the three years of its board mandate, using the support of an independent external consultant.

The Board Review is divided into three phases during the course of the three-year period and it is completed with the self-assessment process, verifying the efficiency and effectiveness of the Board of Directors and the Committees, as well as compliance with regard to legislative and regulatory provisions, via the use of questionnaires and follow-up interviews with Board members.

 

For further details on the Board Review process and results, reference is made to the 2023 Report on Corporate Governance and the Ownership Structure.