Our Governance System follows a series of principles, rules and procedures according to the criteria established by the Code of Self-regulation for listed companies promoted by Borsa Italiana (Italian Stock Exchange), which we subscribed to in 2001. The system was also inspired by the recommendations of Consob (government authority of Italy responsible for regulating the Italian securities market) and by international best practices.
Our company governance system basically aims to create medium-long term value for our shareholders, as we are conscious of the social importance of our business and of the need to work in the best interest of all those involved.
The Acea Spa Board of Directors identifies the strategic guidelines for the group and is responsible for corporate governance. The BoD of the parent company followed the guidelines of the Code of Self-regulation and set up three proactive, advisory Committees :
The Executive Committee was established with a board decision of 21 June 2018 and consists of Giovanni Giani (committee Chairman), Massimiliano Capece Minutolo Del Sasso, Michaela Castelli and Stefano Antonio Donnarumma, it has been granted the powers regarding sponsorships and relations with the authorities.
In order to comply with Consob's regulations, the Committee for Party-related Transactions, is composed exclusively of independent directors, who have been granted proactive, investigative and advisory powers to assess and decide on party-related transactions.
The Board of Auditors supervises compliance with legislation and ensures the group is managed correctly.
The Shareholders' Meeting appoints the Board of Directors and the Board of Auditors with vote by slate. Each year, it approves the financial statement and, if necessary, is called to an extraordinary meeting for any decisions it is entitled to make according to law and to the Articles of Association.
The 2018 Report on Corporate Governance and Ownership Structures contains information on Acea's Corporate Governance system and its application of the recommendations of the Code of Self-regulation for listed companies issued by Borsa Italiana. It is updated at least once a year.
Articles of Association
The Articles of Association in force were approved by the Board of Directors on 24 January 2013. The Articles of Association establish the company name, head office, the duration and corporate purpose of the company, its share capital, the specifications for shares and obligations and the corporate bodies.
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.
The Party-related Transactions Procedure
Regulates transactions by Acea or by its subsidiaries with related parties.