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
Non-executive director
Giovanni Giani
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 particularly comprise:

  • the definition of strategic and management guidelines and formulation of the company’s growth channels;
  • 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;
  • an assessment, at least once a year, regarding the independence of its non-executive members;
  • adopting the procedures required to protect workers' health and appointing workplace safety supervisors;

Activities

In particular, during FY2020 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;
  • completed its 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. 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 2020 Report on Corporate Governance and the Ownership Structure

Self-assessment

Each year, the Board of Directors carries out 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.

As regards FY2020, starting from September 2020 Acea’s Board of Directors commenced implementation of the new Board’s first “Board Review”, 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.

The outcome of the Board Review indicates a highly satisfactory summary judgement 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 Committees. A positive evaluation therefore emerges as to how the said bodies operate, insofar as concerns their effectiveness and transparency, in strict adherence to domestic and international best practices in the matter of corporate governance. The main strengths include the composition, considered appropriate and balanced in terms of diversity, and the positive climate such as to encourage debate, allowing the Board to identify harmonic solutions even in the case of difficult and complex situations. The process for defining and approving the business plan is considered suitable.

For further details on the Board Review process and results, reference is made to the 2020 Report on Corporate Governance and the Ownership Structure.

 

Number of meetings held in 2020

Corporate Body

Number of meetings

Board of Directors

12

Committee Control and Risks 

11

Appointment and Remuneration

11

Ethics and Sustainability Committee 

9

Attendances at Board of Directors and Committee Meetings in 2020

Members of the Board of Directors

Office

Board of Directors

Committee

Control

and Risks

Appointment and Remuneration

Ethics and

Sustainability

Committee

Michaela Castelli

Chairperson

12/12

4/4

 

3/3

Giuseppe Gola

CEO

8/8

 

 

 

Giacomo Larocca

Director

8/8

7/7

 

6/6

Gabriella Chiellino

Director

11/12

 

10/11

8/9

Liliana Godino

Director

12/12

10/11

11/11

 

Giovanni Giani

Director

12/12

9/11

10/11

7/9

Alessandro Caltagirone

Director

12/12

 

 

 

Massimiliano Capece Minutolo del Sasso

Director

12/12

11/11

11/11

6/6

Diane Galbe

Director

10/12

 

 

 

Directors who left office during FY2020

Members of the Board of Directors

Office

Board of Directors

Committee 
Control and Risks

Appointment
and
Remuneration

Ethics and Sustainability Committee 

Stefano Antonio Donnarumma

CEO

4/4

 

 

 

Maria Verbena Sterpetti

Director

4/4

 

 

 

.

Holdings of the members of the Board of Directors and Board of Auditors and general managers (data as at 31 december 2020)

Surname and name

 

Office

Holding company 

Number of shares owned at 31/12/2019

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.

27-09.2017 - N. 4,000

None

None

No. 4,000

Holdings of the other Executives with Strategic Responsibilities

Number of executives with strategic responsibilities

 

Holding company

Number of shares owned at 31/12/2019

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.