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 Annual General Meeting on 27 April 2022 elected Francesca Menabuoni as a Director of the Company.

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
Liliana Godino
Independent non-executive director
Giacomo Larocca
Independent non-executive director
Francesca Menabuoni
Non-executive director

The role and powers of the Board of Directors

The responsibilities of the Board of Directors particularly comprise:

  • the definition of strategic and management guidelines and formulation of the company’s growth channels;
  • the economic-financial coordination of the Group’s activities via approval of the 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;
  • definition of the nature and level of risk in keeping with the strategic objectives identified by the company, including in its evaluations all factors that are potentially important with a view to the company’s sustainable success; 
  • the setting up of Committees as envisaged by the Corporate Governance Code and appointing of their members;
  • adopting of the Organisation, management and control models pursuant to Italian Legislative Decree no. 231/01 and appointment of the Supervisory Committee;
  • the approval of all transactions of an extraordinary nature, as well as the acquisition and sale of shareholdings;
  • assessment of the adequacy of organisational, administrative and accounting structures as regards both Acea and its strategically important subsidiaries;
  • the establishment of an ongoing dialogue with shareholders, based on a mutual understanding of respective roles;
  • 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; 
  • the establishment of safeguards to protect the handling of personal information and sensitive data pertaining to third parties;
  • adoption of the procedures required to protect workers' health and the appointment of workplace safety supervisors.

Activities

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.

 

Number of meetings held in 2021

Corporate Body

Number of meetings

Board of Directors

14

Committee Control and Risks 

11

Appointment and Remuneration

6

Ethics and Sustainability Committee 

7

Attendances at Board of Directors and Committee Meetings in 2021

Members of the Board of Directors

Office

Board of Directors

Committee

Control

and Risks

Appointment and Remuneration

Ethics and

Sustainability

Committee

Michaela Castelli

Chairperson

14/14

 

 

 

Giuseppe Gola

CEO

14/14

 

 

 

Giacomo Larocca

Director

14/14

11/11

 

7/7

Gabriella Chiellino

Director

13/14

 

6/6

7/7

Liliana Godino

Director

14/14

10/11

6/6

 

Giovanni Giani

Director

13/14

9/11

6/6

5/7

Alessandro Caltagirone

Director

12/14

 

 

 

Massimiliano Capece Minutolo del Sasso

Director

14/14

10/11

6/6

7/7

Diane Galbe

Director

12/14

 

 

 

.

Holdings of the members of the Board of Directors and Board of Auditors and general managers (data as at 31 december 2021)

Surname and name

Office

Holding company 

Number of shares owned at 31/12/2021

Number of shares purchased

Number of shares sold Number of shares owned at 31/12/2020

Giuseppe Gola

CEO – Business Development Strategy and Overseas Production Department Manager

Acea S.p.A.

No. 8,000

None

None

N. 4,000

Holdings of the other Executives with Strategic Responsibilities

Number of executives with strategic responsibilities

Holding company

Number of shares owned at 31/12/2021

Number of shares purchased 

Number of shares sold

Number of shares owned at 31/12/2020

None

-

-

-

-

-

No other managers with strategic responsibilities own shares in Acea S.p.A. or its subsidiaries.