The Acea Board of Directors has set up three proactive, advisory committees: the Control and Risks Committee, the Appointments and Remuneration Committee, the Ethics and Sustainability Committee.

The committees consist of no fewer than three non-executive directors, the majority of whom are independent. Committee composition, tasks and operations are regulated by special BoD approved rules.

To implement the Consob regulations, the Board of Directors has also set up the Committee for Party-related Transactions (OPC).

Control and Risks Committee

The Control and Risks Committee consists of four non-executive directors, the majority of whom are independent. It implements adequate investigations to support the evaluations and decisions of the Board of Directors not only to ensure the adequacy of the internal control and risk management system and draw up the guidelines on the subject, but also to approve 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 Auditors, the audit company and the Manager of the Internal Audit Department supervising the drafting of the corporate accounting documents.

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 structures.

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

Appointments and Remuneration Committee

The Committee consists of four non-executive, independent directors. It proposes the remuneration policy  for directors and managers with strategic responsibilities, and promotes medium-long term sustainability and balance between the fixed and variable part of their remuneration. The Committee also monitors whether the BoD's criteria and decisions regarding the remuneration policy are complied with.

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 structures.

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 Chairman, are independent. It is a collegiate body with full, independent powers to act and control. It provides advisory support and puts forward proposals to the Board of Directors regarding corporate ethics and environmental, social and governance topics (ESG - Environmental, Social and Governance).

The Committee's main tasks are to:

  • promote the integration of sustainability in the corporate strategy and culture and encourage its diffusion among employees, shareholders, users, customers and in general to all stakeholders
  • supervise the topics of sustainability connected to the implementation of business activities and dynamics of interaction with stakeholders, even regarding the reports envisaged by Legislative Decree  254/2016
  • examine the guidelines in the Sustainability Plan and monitor implementation of the Plan, once the Board of Directors has approved it
  • monitor the adequacy and implementation of the Code of Ethics, to the extent of their remit
  • promotion of culture of diversity and anti-discrimination policy at pur 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 structures.

Gabriella Chiellino
Chairman (independent)
Michaela Castelli
 
Giovanni Giani
independent

Party-related Transactions Committee

The Committee for Part-related Transactions (OPC), consisting of three independent, non-correlated directors, is the body engaged in the role established in the Consob decision No. 17221 of 12 March 2010 and subsequent amendments, according to the provisions of the "Procedure for Party-related Transactions".

Before a party-related transaction is approved, the OPC Committee has the task of expressing a grounded opinion on the interest of Acea or of one of its subsidiaries to complete a transaction and on the value and basic correctness of the relevant terms and conditions.

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