Board of Directors

The current Board of Directors was appointed by the Annual General Meeting on 29 May 2020 and will remain in office until the approval of the 2022 Financial Statements. The same Annual General Meeting decided to appoint Michaela Castelli as Chairperson of 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.
 

Michaela Castelli
Chairperson
Giuseppe Gola
Chief Executive Officer
Alessandro Caltagirone
Independent non-executive director
Massimiliano Capece Minutolo Del Sasso
Independent non-executive director
Gabriella Chiellino
Independent non-executive director
Diane Galbe
Independent non-executive director
Giovanni Giani
Independent non-executive director
Liliana Godino
Independent non-executive director
Giacomo Larocca
Independent non-executive director

The role and powers of the Board of Directors

The responsibilities of the Board of Directors comprise, inter alia:

  • the economic and financial coordination of the Group's businesses, via the approval of 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, as well as adequately measured, managed and monitored;
  • identifying the nature and level of risk in keeping with the strategic objectives identified by the company; 
  • setting up the Committees envisaged by the Corporate Governance Code, and appointing their members;
  • adopting the Organisation, management and control models pursuant to Italian Legislative Decree no. 231/01;
  • assessing the adequacy of the organisational, administrative and accounting structures as regards both Acea and its strategically important subsidiaries;
  • a self-assessment, to be performed at least on an annual basis, as regards the working of the Board and its committees, as well as the dimension and composition of the same;
  • an assessment, to be performed at least on an annual basis, regarding the independence of its non-executive members; 
  • setting up groups to protect the handling of personal data or sensitive third party data;
  • adopting the procedures required to protect workers' health and appointing workplace safety supervisors;

Activities

In particular, during FY2019 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;
  • approved organisational changes to Acea SpA’s macrostructure;
  • launched an overall revision of the Internal Control and Risk Management System with a view to enhancing its effectiveness and efficiency, also via the identification of new parties and procedures for coordinating the various players and control levels. Subsequently, in January 2020, the Board of Directors approved the new Acea Group Internal Control and Risk Management System Guidelines.

For further details on the work performed by the Board of Directors, reference is made to the 2019 Report on Corporate Governance and the Ownership Structure

Self-assessment

As regards FY2019, in November 2019 Acea’s Board of Directors initiated the implementation of an end-of-mandate “Board Review”, performed via the compilation of a questionnaire on the part of each director, followed by individual interviews. The questionnaires and the interviews particularly concerned:

  • the final assessment of the activity performed by the Board of Directors during the three-year period;
  • the effectiveness of the Board of Directors;
  • the Directors’ working procedures, consistency and interaction;
  • how the Board of Directors’ work is organised;
  • the roles and responsibilities of the Directors;
  • the quantitative and qualitative composition of the Board of Directors;
  • the composition and function of the committees and the effectiveness of their activities in supporting the Board of Directors.

The outcome of the Board Review confirms an overall particularly positive picture as regards the working of Acea’s Board of Directors and committees, from which it emerges that the said bodies operate in an effective and transparent manner, closely observing domestic and international best practices in matters of corporate governance, as established by the external consultant.
For further details on the Board Review process and results, reference is made to the 2019 Report on Corporate Governance and the Ownership Structure
 

Number of meetings held in 2019

Corporate Body

Number of meetings

Board of Directors

13

Committee Control and Risks 

11

Appointment and Remuneration

10

Ethics and Sustainability Committee 

8

Attendances at Board of Directors and Committee Meetings in 2019

Members of the Board of Directors

Office

Board of Directors

Committee

Control

and Risks

Appointment and Remuneration

Ethics and

Sustainability

Committee

Michaela Castelli

Chairperson

13/13

10/11

 

7/8

Stefano Antonio Donnarumma

CEO

13/13

 

 

 

Maria Verbena Sterpetti

Director

8/8

 

 

 

Gabriella Chiellino

Director

13/13

 

9/10

8/8

Liliana Godino

Director

13/13

11/11

10/10

 

Giovanni Giani

Director

13/13

10/11

10/10

4/8

Alessandro Caltagirone

Director

9/13

 

 

 

Massimiliano Capece Minutolo del Sasso

Director

13/13

9/11

9/10

 

Diane Galbe

Director

1/1

 

 

 

Directors who left office during FY2019

Members of the Board of Directors

Office

Board of Directors

Committee 
Control and Risks

Appointment
and
Remuneration

Ethics and Sustainability Committee 

Fabrice Rossignol

 

11/12

 

 

 

Luca Alfredo Lanzalone

 

0/3

 

 

 

Shareholdings of members of the administration and control bodies as at 31/12/2019

Surname and Name

Position

Holding Company

Number of shares held at 31/12/2018

Number of shares purchased

Number of shares sold

Number of shares owned at 31/12/2019

None

 -

-

-

-

-

-