Internal Board of Director Committees

The Board of Directors of Acea has set up two internal Committees that make recommendations and provide advice: the Risk and Control Committee and the Appointment and Remuneration Committee. These committees are composed of at least three non-executive directors, the majority of whom are independent, appointed by the BoD, which selects the Chairman of the Committee from the independent directors. The composition, duties and functioning of the committees are regulated by specific regulations, approved by the BoD. The Board of Directors also set up the Related Party Transactions Committee pursuant to Consob Resolution No. 17221 of 12 March 2010 as amended, and on the basis of the provisions of the "Related Party Transactions Procedure" adopted by the Company. The Related Party Transactions Committee, composed of at least three independent Directors, has power and duties to perform investigations, make proposals and provide advice to evaluate and make decisions on Related Party Transactions.