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. 

Our corporate governance system essentially aims to create medium-long term sustainable value for our shareholders, bearing in mind the social importance of our operations and the need to duly consider all the interests involved. It is based on four pivotal elements:

• The central role of the Board of Directors
• The correct handling of conflict-of-interest situations
  
• Transparency in the communication of company management decisions
  
• The efficacy and efficiency of the Internal Control and Risk Management system.
  

The Acea Spa Board of Directors defines the strategic guidelines for the group and is responsible for corporate governance, pursuing the sustainable success thereof. 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, Sustainability and Inclusion 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.  

In addition to the Committees required by law or recommended by the Corporate Governance Code, a Communities Committee has been set up, comprising three non-executive and independent directors. This Committee has been assigned instructional, advisory and monitoring duties with a view to ensuring a healthy and virtuous development of the relationship with the communities where the Group operates, with special reference to the process concerning the Acea Group’s granting of sponsorships and donations, in observance of corporate prerogatives and the legal and regulatory constraints applicable to individual subsidiaries.

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.