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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 Annual General Meeting on 27 April 2022 elected Francesca Menabuoni as a Director of the Company. Moreover, on 18 July 2022 the Board of Directors has appointed by co-optation Massimiliano Pellegrini as a non-executive Director. On 26 September 2022 the Board of Directors has co-opted Fabrizio Palermo as a member of the Board of Directors and has appointed him Acea’s Chief Executive Officer.
On 17 February 2023 the Board of Directors, on a proposal by the Appointments and Remuneration Committee and with a resolution approved by the Board of Statutory Auditors, appointed by co-option Barbara Marinali as the new non-executive Director and also appointed her to the office of 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.
The role and powers of the Board of Directors
The responsibilities of the Board of Directors particularly comprise:
In particular, during FY2021 the Board of Directors:
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.
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:
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:
For further details on the Board Review process and results, reference is made to the 2021 Report on Corporate Governance and the Ownership Structure.
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 |
|
|
|
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 |
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.
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