Board of Directors

In particular, during FY2021 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;
• approved Acea’s Policy for management of the dialogue with Institutional investors, Shareholders and Bondholders;
• between the end of FY2020 and the beginning of FY2021, authorised the issuance of a Green Bond, listed on the regulated market of the Luxembourg Stock Exchange;
• adopted the Governance Guidelines “Group Regulatory System”, which identify a unique governance of the Regulatory System for Acea and its subsidiaries, streamlining the type of regulatory instruments from a hierarchical perspective.

For further details on the work performed by the Board of Directors, reference is made to the 2021 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 2021 Board Review 2021 was performed via the compilation of a questionnaire on the part of each director, followed by individual interviews. The questionnaires and interviews particularly concerned:

• the adequacy of the process for drawing up and approving the business plan and the time dedicated to considering its various aspects; the level of involvement of the administrative body in monitoring the plan’s implementation and assessment of the business’s sustainability;
• the Board’s dimension and qualitative and quantitative composition;
• how the Board’s work is organised and performed;
• the working methods, cohesion and interaction of the directors;
• the composition and operation of the committees and the effectiveness of their activities in supporting the Board of Directors;
• the role and coordination of the independent directors;
• the board dynamics and overall effectiveness of the board’s activity.

In structuring the questionnaire and evaluating the related outcome, attention was given to the results of the 2020 self-assessment, taking account of the implementation or follow-up of actions arising from the previous year’s board review.

The 2021 board review indicates a highly satisfactory summary judgment with regard to the dimension and composition of the Board of Directors and the committees, the effectiveness of board dynamics and the work and contributions rendered by the internal board committees. The main strengths include:

• the Board’s composition, considered appropriate and balanced in terms of diversity;
• the clear, complete and easily accessible meeting documentation;
  
• the positive climate within the Board of Directors, such as to encourage constantly open good quality debate, respectful of the roles covered by individual directors; the Board manages to identify harmonious solutions even in the case of difficult and complex situations;
  
• the BofD is involved in all the most important business decisions and is able to carry out appropriate investigations with regard to each major issue.
  

For further details on the Board Review process and results, reference is made to the 2021 Report on Corporate Governance and the Ownership Structure.