Committees

 

 

The committees play an important proactive and advisory role to support the smooth functioning of the Board of Directors.

Acea's Board of Directors has set up three internal committees with proactive and advisory functions: the Control and Risks Committee, the Appointments and Remuneration Committee, the Ethics, Sustainability and Inclusion Committee.

 

The committees comprise at least three non-executive directors, the majority of whom are independent. Committee composition, tasks and operations are regulated by special BoD approved rules.

 

In implement of Consob regulations, the Board of Directors has also set up the Related Party Transaction (RPT) Committe.

Control and Risks Committee

 

The Control and Risks Committee, comprising four non-executive directors, all independent, has the task of supporting, via appropriate investigations, the assessments and decisions of the Board of Directors regarding the adequacy of the internal control and risk management system, including risks that are relevant to the company’s medium-long term sustainability, the definition of related guidelines, as well as the approval of periodic financial reports.

 

The Control and Risks Committee also assists the BofD – together with the competent department and having heard the external auditor and the Board of Statutory Auditors – in evaluating the proper utilisation of the reporting Standards used to draw up the consolidated Non-financial Statement and, insofar as concerns the matters falling within its competence, oversees the adequacy and effective implementation of the Code of Ethics.

 

The Committee coordinates its own activities with those of the Director in charge of the Internal Control and Risk Management System, the Board of Statuary Auditors, the external audit firm, the Head of Internal Audit and the Manager responsible for preparing the company’s financial reports.

Appointments and Remuneration Committee

 

 

The Committee, comprising four non-executive directors (three independent directors), prepares opinions for the Board of Directors concerning the Board’s composition (dimension, suitability of competences, compatibility of duties) and proposes the  remuneration policy  for directors and managers with strategic responsibilities, supporting medium-long term sustainability and balance between the fixed and variable portion of remuneration.

 

The Committee also monitors compliance with the BoD's criteria and decisions regarding the remuneration policy

Ethics Sustainability and Inclusion Committee

 

The Ethics, Sustainability and Inclusion Committee, comprising five non-executive directors (four of whom are independent), provides investigative, proactive and advisory support to the Board of Directors in connection with corporate ethics and Environmental, Social and Governance (ESG) issues.

 

The Committee's main tasks are to:

 

  • promote the integration of sustainability into the corporate strategy and culture and encourage its diffusion among employees, shareholders, users, customers and in general to all stakeholders

     

  • la supervisione dei temi di sostenibilità connessi all’esercizio delle attività d’impresa e alle dinamiche di interazione con gli stakeholder, anche in relazione agli ambiti di rendicontazione previsti dal D. Lgs. n. 125/2024;

     

  • supervise the sustainability issues associated with the performance of business activities and the dynamics of interaction with stakeholders, including with regard to the reports envisaged by Legislative Decree no.125/2024

     

  • examine the guidelines set out in the Sustainability Plan and monitor implementation of the Plan, following approval by the Board of Directors

     

  • monitor the adequacy and implementation of the Code of Ethics, insofar as within its sphere of competence

Related Party Transactions Committee

 

Prior to approval of a related party transaction, the RPT Committee has the task of expressing a reasoned opinion concerning the interest of Acea or any one of its subsidiaries in carrying out the transaction, as well as the substantial suitability and correctness of the related terms and conditions.