The committees play an important proactive and advisory role to support the smooth functioning of the Board of Directors.
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.
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.
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.
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:
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.
