Remuneration policy

The remuneration policy reflects and supports the group’s standards and medium-long term strategy, within an approach aimed at value creation and sustainability of results, maintaining a strong focus and commitment vis-à-vis all stakeholders.

The guidelines of our remuneration policy are defined according to the following principles:

  • a significant portion of the remuneration for executive directors and managers with strategic responsibilities - as expressly required by the Corporate Governance Code – is linked to the economic results achieved by the company and possibly the attainment of specific, predetermined and measurable performance objectives, identified in advance by the Board of Directors;
  • a variable, medium-long term incentive system is envisaged (Long Term Incentive Plan), based on a rolling arrangement with a three-year vesting period. The purpose of the Plan is to stimulate management to achieve economic and financial results for the group in the interest of shareholders; in 2020 the variable incentive systems  were reviewed with a view to generating a pay-mix in favour of the long term component, in order to bring the risk profile of top management into line with that of the shareholders
  • as confirmation of the path towards greater integration of sustainability in business activities, from 2020 both the short term and medium-long term incentive plans set forth objectives associated with sustainability issues alongside economic and financial goals;
  • the policies envisaged in the case of termination of executive employment relationships are based on the National Collective Labour Agreement (CCNL) for the Executives of public utility companies and on the “Executive Exodus Management” policy, approved by the BofD in December 2011 and still in effect.

The following elements are always taken as reference for the definition of the remuneration policy:

How remuneration policy is defined in Acea

The retribution system is the result of a clear, transparent process, involving remuneration policy proposals put forward by the Appointments and Remuneration Committee and their approval by the Board of Directors. The interaction between these two bodies facilitates policy consistency, avoiding the occurrence of conflict of interest situations and ensuring transparency thanks to the availability of adequate information.
The Annual General Meeting can establish a fixed fee for members of the BoD for the entire duration of their mandate. It also decides for or against (non-binding decision pursuant to Art. 123-ter, para. 6, of the Italian Consolidated Finance Act) the remuneration policy, as explained and disseminated via the Remuneration Report.

Diagram of the approval process of the 2019 Remuneration Policy of Acea Spa

Stock options

The Acea Group does not offer employees stock options as part of its reward policy.
It should also be noted that the new 2021-23 Long Term Incentive Plan shows Earnings Per Share (EPS) as this is one of the indicators most commonly used on financial markets to compare company performance and the potential of stock investments. The EPS indicates the profitability associated with the individual share, whether or not the profitability translates into dividends or is retained by the company to fund development.

To discover the components of the remuneration assigned to directors and managing directors, please see the following table: Remuneration paid to the members of the administration and control bodies, general managers and other executives with strategic responsibilities