The current Board of Directors was appointed by the Annual General Meeting on 27 April 2017 and will remain in office until the approval of the 2019 Financial Statements. On 21 June 2018, the BoD decided to appoint director Michaela Castelli as Chairperson of the BoD to replace Luca Alfredo Lanzalone, following his resignation as Chairman in June 2018; he subsequently resigned from the Board of Directors in March 2019. On 17 April 2019 the Annual General Meeting appointed Maria Verbena Sterpetti to the Board of Directors.
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 that complies with legal requirements. We currently have an ample majority of independent non-executive directors and the Board is well-balanced in terms of competency, experience, diversity and seniority.
The role and powers of the Board of Directors
The Board of Directors is responsible for:
Defining the company's strategic and general direction and development guidelines;
Economically and financially coordinating the Group's business by approving strategic plans, including financial plans, investments and annual budgets;
Identifying the nature and risk
Setting up the Committees envisaged by the Corporate Governance Code, and appointing their members;
Assessing the adequacy of the organisational, administrative and accounting structures as regards both Acea and its strategically importance subsidiaries;
Creating a dialogue with the shareholders and promoting useful initiatives in order to encourage their participation and facilitate the easy exercise of their rights;
Setting up groups to protect the handling of personal data or sensitive third party data (Legislative decree no. 196/03);
Adopting the procedures required to protect workers' health and appointing workplace safety supervisors (Legislative Decree no. 81/08, amended by Legislative Decree no. 101/2018);
Assessing the independence of independent directors at least once a year.