Remuneration policy

The remuneration policy reflects and supports the Group’s strategy and values, with the purpose of creating medium-long term value, promoting equity and sustainability also by applying a retribution system that provides consistency between the bonuses and the value generated for the community, in response to the demands of our stakeholders.
Through its remuneration policy, Acea aims to attract, motivate and retain people.
The incentive systems are designed to ensure recognition for the results achieved in respect of strategic objectives, at the same time reinforcing social responsibility and sharing of the sustainable behaviours that characterise the entire Group, together with adherence to company values and people’s commitment.

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, financial and sustainability results for the Group on behalf of 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. In 2024 the sustainability objectives included in the short and long-term incentive systems were further consolidated, with increasing value compared to a year earlier and the adoption of KPIs to encourage constant attention to gender issues.

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 approval of the same by the Board of Directors. The interaction between these two bodies guarantees the observance of rules, avoiding the occurrence of conflict of interest situations and ensuring transparency thanks to the availability of adequate information.

Pursuant to Article 2389 of the Italian Civil Code, the Annual General Meeting may decide not to intervene in determining the remuneration of executive Directors and Committee members, or may establish a maximum amount, leaving the Board to decide on its allocation.
The AGM also decides:

  • for or against (binding resolution) the first section of the Remuneration Report concerning the remuneration policy;
  • for or against (non-binding resolution) the second section of the said report, concerning the fees paid during the financial period in question to members of the administrative body, the control bodies and, in aggregate form, the executives with strategic responsibilities.

Process of the approval of the Policy

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

Stock options

The Acea Group does not offer employees stock options as part of its reward policy. The Appointments and Remuneration Committee has worked on defining the architecture of the new long term incentive plan, the 2024-2026 Long Term Incentive Plan, in line with market best practices. The 2024-2026 LTIP is a rolling plan based on three cycles of three years providing for the payment of a bonus, at the end of the reference three-year period, on the achievement of predetermined goals. For the first cycle, the indicators used are the cumulative EPS (Earnings per Share), the NFP/EBITDA ratio, cumulative regulated Capex and a composite sustainability objective with a weight corresponding to 20%.
 table: To discover the components of the remuneration assigned to directors and general managers, please see the following table: Remuneration paid to the members of the administration and control bodies, general managers and other executives with strategic responsibilities


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