Board of Directors

In particular, during FY2022 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 scheduled;

For further details on the work performed by the Board of Directors, reference is made to the 2022 Report on Corporate Governance and the Ownership Structure. 

Self-assessment

Each year, the Board of Directors conducts an assessment of the dimension, composition and operation of the Board itself and the committees. The activity is performed by an external consultant according to international best practices.

The questionnaire has been adapted to take account of some governance and scenario discontinuities, as well as to make it suitable for the third-year goals, namely preparing the orientation on the Board’s optimal qualitative-quantitative composition. Moreover, the external consultant has ascertained that the actions agreed after the previous two self-assessments have been mostly implemented.
The board review for the year 2022 indicates a largely satisfactory summary judgment in terms of the dimension and composition of Acea’s Board of Directors and committees, the effectiveness of board dynamics and the work and contributions rendered by the committees. The main strengths highlighted include:

• the Board’s composition (executive, non-executive, independent) is considered appropriate and balanced in terms of diversity (gender, age, background, etc.);
• the presentation of agenda items is considered precise and accurate and provides the directors with relevant information in order to pass resolutions in an informed manner;
• the Board debate is open, good quality and generally respectful with regard to the roles covered by each director;
• the time dedicated to discussion of the matters on the agenda was deemed appropriate;
• the committees are generally considered to function effectively;
• the climate within the Board and the ability to manage conflicts in a constructive manner continue to be viewed with satisfaction.
  

Of the ideas for improvement that emerged, it is particularly worth mentioning the observation made by several directors regarding the need to increase the number of Board members, with special reference to independent directors; in the opinion of the said directors, this would enable a better distribution of committee workloads and a smoother functioning of the Committee for Related Party Transactions.
 

For further details on the Board Review process and results, reference is made to the 2022 Report on Corporate Governance and the Ownership Structure.