Compliance Antitrust

In order to safeguard these values, the Acea Group has adopted an extensive Antitrust Compliance Programme, within the scope of which it has created the role of Antitrust Contact Person (for both the Holding Company and the subsidiaries) and defined organisational policies, rules, measures and control units intended to ensure the compliance of its actions with legislation and promote the development of a business culture oriented towards respect for principles of fair competition and correct behaviour vis-à-vis consumers. This Programme, implemented also by the subsidiaries, offers the possibility to exploit regulatory trends, ideas derived from the application practices of domestic and European Competition Authorities and case law, helping to strengthen the system and enhance compliance strategies in a perspective of risk prevention and continuous improvement.

During the last few years, the Programme has been revised and updated, with a view to defining and formalising a structured Antitrust Compliance governance model, in line with related domestic and international best practices.

More specifically, in 2022, following approval of the “Antitrust Compliance and Consumer Protection Guidelines” by the Acea SpA Board of Directors, the Antitrust Compliance Governance Model was formalised which, taking advantage of the experience gained during the first few years of application and implementation of the Programme at Group level: 

• defined the framework and procedures for adoption and application of the Antitrust Compliance Model on the part of Acea and the Group’s subsidiaries, providing the latter with directions for the creation, within a shared framework, of individual Antitrust Compliance Models according to the specifics of each company;
  
• identified roles and responsibilities, with special reference to the Holding Company’s Antitrust Contact Person and the Contact Persons pertaining to the Group companies;
  
• described the following main components of the Antitrust Compliance Model that serve to ensure compliance with Antitrust and consumer regulations:
  

a) continuous commitment and involvement on the part of Business Leaders and Management with regard to implementation and monitoring of the Programme;
b) appointment of the Antitrust Contact Person;
c) risk identification and measurement activities (risk assessment);
d) risk mitigation and management tools;
e) training and communication;
f) disciplinary and incentive measures;
g) activities pertaining to the monitoring and periodic updating of the Programme.

Moreover, in December 2023, the Acea SpA Board of Directors approved an update to the “Antitrust and Consumer Protection regulation Compliance Manual”, the Antitrust Compliance Programme’s main regulatory tool, which specifically:

• sets out the main points of the legislation laid down for the protection of Competition and Consumers
  
• explains the relevant circumstances and actions and the most important behavioural rules to be observed by all addressees of the Antitrust Compliance Programme, failure to comply with which gives rise to appropriate disciplinary sanctions and/or contractual remedies. The rules set forth in the Manual are complemented by the provisions contained in the internal regulations, which form an integral part thereof.
  

Recipients of the Manual

The Manual is addressed to:

• Acea and its Subsidiaries,
  
• all managers, employees and other parties (natural persons and legal entities) operating on behalf and/or under the management and/or subject to the determining influence of Acea or the Subsidiaries, for whatsoever reason, directly or indirectly, on a permanent or provisional basis, in Italy or abroad.
  

Whenever internal or external recipients believe that a breach of Antitrust legislation and/or the Antitrust Compliance programme might have occurred, they can report it using the “Comunica Whistleblowing” IT Platform, dedicated to the receipt, management, analysis and handling of reports.

The Platform guarantees the privacy of the reporting party’s identity, the safe archiving of the documents transmitted and uploaded and the confidential handling of the analysis and management processes; it ensures the safeguards set forth by Legislative Decree no. 24/2023 and is therefore considered preferable to any other channel that might be used.

Extract from the Manual of Compliance with Antitrust and Consumer Protection Legislation: the general principles and behavioural rules that must be observed by recipients of the antitrust compliance programme.