Our Governance

Our Governance System follows a series of principles, rules and procedures consistent with the criteria laid down by the Corporate Governance Code for listed companies promoted by Borsa Italiana (the Italian Stock Exchange), subscribed to by us since 2001. In December 2020, the Board of Directors approved the adoption of the New Code, inviting the appropriate considerations and actions with a view to acknowledging its principles and recommendations. The Governance system is also inspired by the recommendations of CONSOB (the Italian Commission for Companies and the Stock Exchange), as well as international best practices.

Our corporate governance system essentially aims to create medium-long term value for our shareholders, bearing in mind the social importance of our operations and the need to duly consider all the interests involved. 

The Acea Spa Board of Directors defines the strategic guidelines for the group and is responsible for corporate governance. As recommended by the Corporate Governance Code, the parent company BoD has set up three Committees, each with a proactive, advisory role:

  • Control and Risks Committee
  • Appointments and Remuneration Committee
  • Ethics and Sustainability Committee

In accordance with CONSOB requirements, the Committee for Related Party Transactions, is composed exclusively of independent directors, who have been granted investigative, proactive and advisory powers to assess and decide on related-party transactions.  

The Board of Statutory Auditors monitors regulatory compliance and oversee the group's correct administration.

The Annual General Meeting appoints the Board of Directors and the Board of Statutory Auditors using the vote by slate system. Each year, it approves the annual financial statements and, if necessary, is convened in extraordinary session for any resolutions within its sphere of competence according to law and the Articles of Association.

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Supervisory body

A body vested with full, autonomous powers of initiative, action, and control, with the duty of ensuring the fuctioning, efficacy and observance of the Organizational and Management Model (OMM).

CEO

CEO: as Chief Executive Officer and Director in charge of the Internal Control and Risk Management System, he is the person mainly responsible for the management of the Company.

Governance report

The 2020 Report on Corporate Governance and Ownership Structures  contains information on Acea's Corporate Governance system and observance of the recommendations set out in the Corporate Governance Code for listed companies issued by Borsa Italiana. The report is updated at least once a year.

Articles of Association

The current Articles of Association were approved by the Board of Directors on 24 January 2013. The Articles of Association establish the company name, head office, duration and the company's corporate purpose, its share capital, the characteristics of shares and debentures and the corporate bodies.  

Auditing Firm

The certified audit of the accounts is performed by the independent auditors PwC.
The person in charge of the audit is Massimo Rota.

Pursuant to Article 149-duodecies of the CONSOB Issuers’ Regulation, the following table sets out the fees accrued by PwC during 2020.


€ thousand

Audit Related Service

Audit Services

Non Audit Services

Totale

Acea SpA

185

251

131

567

Acea Group 

152

1,000

0

1,152

Acea SpA and Group Gruppo Total

337

1,251

131

1,719       

Regulated information and storage mechanisms

To disseminate and store Regulated Information, Acea SpA has chosen to use SISTEMA 1INFO, managed by Computershare SpA, with head office in via Lorenzo Mascheroni 19, Milan, authorised by Consob.

Sistema 1info