Acea's Board of Directors has set up three internal committees with proactive and advisory functions: the Control and Risks Committee, the Appointments and Remuneration Committee, the Ethics and Sustainability Committee.

The committees comprise at least three non-executive directors, the majority of whom are independent. Committee composition, tasks and operations are regulated by special BoD approved rules.

In implement of Consob regulations, the Board of Directors has also set up the Related Party Transaction (RPT) Committe.

Control and Risks Committee

The Control and Risks Committee consists of four non-executive directors, the majority of whom are independent. Its task is to support, via appropriate investigations, the assessments and decisions of the Board of Directors regarding the adequacy of the internal control and risk management system, the definition of related guidelines, as well as the approval of the periodic financial reports.

The Committee coordinates its own activities with those of the Director in charge of the Internal Control and Risk Management System, the Board of Statuary Auditors, the external audit firm, the Head of Internal Audit and the Manager responsible for preparing the company’s financial reports.

In 2018, the Committee met thirteen times.

For further information on the Committee's work in 2018,  please read the Report on corporate governance and ownership structure.

Liliana Godino
Chairperson (independent)
Massimiliano Capece Minutolo Del Sasso
independent
Michaela Castelli
 
Giovanni Giani
independent

Appointments and Remuneration Committee

The Committee comprising four non-executive, independent directors, proposes the remuneration policy  for directors and managers with strategic responsibilities, supporting medium-long term sustainability and balance between the fixed and variable portion of remuneration. The Committee also monitors compliance with the BoD's criteria and decisions regarding the remuneration policy.

In 2018, the Committee met eleven times.

For further information on the Committee's work in 2018, please read the Report on corporate governance and ownership structure.

Liliana Godino
Chairperson ( independent)
Massimiliano Capece Minutolo Del Sasso
independent
Gabriella Chiellino
independent
Giovanni Giani
independent

Ethics and Sustainability Committee

The Ethics and Sustainability Committee consists of three non-executive directors, the majority of whom, including the Chairperson, are independent. It is a collegiate body with full, independent powers to act and control. It provides investigative and advisory support and puts forward proposals to the Board of Directors regarding corporate ethics and Environmental, Social and Governance topics (ESG) issues.

The Committee's main tasks are to:

  • promote the integration of sustainability into the corporate strategy and culture and encourage its diffusion among employees, shareholders, users, customers and in general to all stakeholders
  • supervise the sustainability issues associated with the performance of business activities and the dynamics of interaction with stakeholders, including with regard to the reports envisaged by Legislative Decree no.254/2016
  • examine the guidelines set out in the Sustainability Plan and monitor implementation of the Plan, following approval by the Board of Directors
  • monitor the adequacy and implementation of the Code of Ethics, insofar as within its sphere of competence
  • promote diversity culture and combat discrimination in the company

In 2018, the Committee met eight times.


For further information on the Committee's work in 2018,  please read the Report on corporate governance and ownership structure.

Gabriella Chiellino
Chairman (independent)
Michaela Castelli
 
Giovanni Giani
independent

Related Party Transactions Committee

The Related Party Transactions (RPT) Committe, comprising three unrelated independent directors, is the body responsible for performing the role required by Consob regulation no.17221 of 12 March 2010 and subsequent amendments, based on the provisions of the "Procedure for Related Party Transactions".

Prior to approval of a related party transaction, the RPT Committee has the task of expressing a reasoned opinion concerning the interest of Acea or any one of its subsidiaries in carrying out the transaction, as well as the substantial suitability and correctness of the related terms and conditions.

Fabrice Rossignol
Coordinator (Independent)
Massimiliano Capece Minutolo Del Sasso
independent
Gabriella Chiellino
independent