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 three non-executive and independent directors. 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 three non-executive and independent directors. 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 Control and Risks Committee also assists the BofD – together with the competent department and having heard the external auditor and the Board of Statutory Auditors – in evaluating the proper utilisation of the reporting Standards used to draw up the consolidated Non-financial Statement and, insofar as concerns the matters falling within its competence, oversees the adequacy and effective implementation of the Code of Ethics.
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 three non-executive and independent directors, prepares opinions for the Board of Directors concerning the Board’s composition (dimension, suitability of competences, compatibility of duties) and 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 and independent directors. 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:
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.
The Internal Control and Risk Management System
All the actors, objectives and tools for efficient risk management.
Our commitment to sustainability
Find out how sustainability is integrated in Acea’s business