Our Board of Directors

 

Acea's Board of Directors is responsible for corporate governance and currently comprises thirteen members, including eleven independent directors. Six of the directors are women.

The current Board of Directors was appointed by the Annual General Meeting on 18 April 2023 and will remain in office until the approval of the 2025 Financial Statements. Barbara Marinali was confirmed as Chairperson of the Board of Directors. The Board of Directors' meeting held on 3 May 2023 appointed Fabrizio Palermo as the Company’s Chief Executive Officer and General Manager. 

 

The Board of Directors is elected by the Annual General Meeting using the vote by slate system. The method adopted to select the directors is able to guarantee gender representation, the appointment of a sufficient number of directors representing minority groups and a number of independent directors compliant with legal requirements. 

 

The AGM held on 18 April 2023 determined at thirteen the number of Board Directors, who will remain in office for three financial years and, therefore, until the approval of the FY2025 financial statements.
At the present time, the Board is made up of thirteen members.

The members of the Board of Directors

Barbara Marinali

Barbara Marinali

Chairperson

Fabrizio Palermo

Fabrizio Palermo

Chief Executive Officer and General Manager

Antonella Rosa Bianchessi

Antonella Rosa Bianchessi

Independent non-executive director

Alessandro Caltagirone

Alessandro Caltagirone

Independent non-executive director

Massimiliano Capece Minutolo Del Sasso

Massimiliano Capece Minutolo Del Sasso

Independent non-executive director

Antonio Cusimano

Antonio Cusimano

Independent non-executive director

Elisabetta Maggini

Elisabetta Maggini

Independent non-executive director

Luisa Melara

Luisa Melara

Independent non-executive director

Angelo Piazza

Angelo Piazza

Independent non-executive director

Alessandro Picardi

Alessandro Picardi

Independent non-executive director

Ferruccio Resta

Ferruccio Resta

Independent non-executive director

Foto di Patrizia Rutigliano

Patrizia Rutigliano

Non-executive director

Nathalie Tocci

Nathalie Tocci

Independent non-executive director

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;

     

 

  • 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

A summary of the main activities carried out by the Board of Directors in 2024 is given below. In particular, the Board:

 

  • assessed the general business trend when preparing its financial report, particularly taking into consideration the information received from the delegated bodies and periodically comparing the results achieved with those forecast;

 

  • approved the Company’s remuneration policy, which envisages quantitative sustainability targets as part of its variable short and long-term incentive schemes;

 

  • prepared the proposal concerning the amendment to clauses 13 and 17 of the Articles of Association for Acea’s extraordinary AGM, which approved the same on 19 December 2024;

 

 

  • approved the 2024 – 2028 “Green Diligent Growth” Business Plan, which defines the strategic guidelines and the trend in operations pertaining to Acea’s businesses;

 

  • following the favourable opinion of the Ethics, Sustainability and Inclusion Committee, approved the 2024-2028 Sustainability Report, defined in close correlation with the Business Plan, which covers the same timeframe and formalises the Acea Group’s commitment to integration of sustainable growth principles into its business decisions and company management;

 

  • approved the organisational changes to Acea’s macrostructure;

 

  • approved the update to the Organisational and Management Model pursuant to Legislative Decree no. 231/2001.

 

For further details concerning the activities performed by the Board of Directors, reference is made to the 2024 Report on Corporate Governance and Ownership Structures.

Number of meetings held in 2024

 

Body

Number of meetings

Board of directors

20

Control and Risks Commitee

11

Appointment and Remuneration Commettee

13

Ethics, Sustainability and Inclusion Commitees

8

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 concerning the Board Review process, reference is made to the 2024 Report on Corporate Governance and Ownership Structures.

The Committees

 

The Committees support the Board of Directors by performing a proactive, advisory and investigative role.