Board of Directors

The current Board of Directors was appointed by the Annual General Meeting on 18 April 2023 and will remain in office until the approval of the 2025 Financial Statements. Barbara Marinali was confirmed as Chairperson of the Board of Directors.
The Board of Directors' meeting held on 3 May 2023 appointed Fabrizio Palermo as the Company’s Chief Executive Officer and General Manager. 

The Board of Directors is elected by the Annual General Meeting using the vote by slate system. The method adopted to select the directors is able to guarantee gender representation, the appointment of a sufficient number of directors representing minority groups and a number of independent directors that complies with legal requirements. 
The extraordinary session of the AGM held on 18 April 2023 amended Article 15 of the Articles of Association, with a view to expanding the Board’s composition, providing for no less than 7 and no more than 13 members, so as to enhance the articulation of offices and roles within the management body, also taking into account the need to ensure an efficient performance of administrative duties, management supervision and balanced composition of internal board committees.
The AGM held on 18 April 2023 determined at thirteen the number of Board Directors, who will remain in office for three financial years and, therefore, until the approval of the FY2025 financial statements.
At the present time, the Board is made up of 13 members.

Barbara Marinali
Chairperson
Fabrizio Palermo
Chief Executive Officer and General Manager
Antonella Rosa Bianchessi
Independent non-executive director
Alessandro Caltagirone
Independent non-executive director
Massimiliano Capece Minutolo Del Sasso
Independent non-executive director
Antonino Cusimano
Independent non-executive director
Elisabetta Maggini
Independent non-executive director
Luisa Melara
Independent non-executive director
Angelo Piazza
Independent non-executive director
Alessandro Picardi
Independent non-executive director
Yves Rannou
Non-executive director
Patrizia Rutigliano
Independent non-executive director
Nathalie Tocci
Independent non-executive director

The role and powers of the Board of Directors

The responsibilities of the Board of Directors particularly comprise:

  • the definition of strategic and management guidelines and formulation of the company’s growth channels;
  • the economic-financial coordination of the Group’s activities via approval of the long-term strategic plans, including the financial plan, investments and annual budgets;
  • the definition of Internal Control System and Risk Management guidelines, with a view to ensuring that the main risks pertaining to Acea and its subsidiaries – including the various risks that are potentially important from a medium/long-term sustainability perspective – are correctly identified, as well as adequately measured, managed and monitored;
  • definition of the nature and level of risk in keeping with the strategic objectives identified by the company, including in its evaluations all factors that are potentially important with a view to the company’s sustainable success; 
  • the setting up of Committees as envisaged by the Corporate Governance Code and appointing of their members;
  • adopting of the Organisation, management and control models pursuant to Italian Legislative Decree no. 231/01 and appointment of the Supervisory Committee;
  • the approval of all transactions of an extraordinary nature, as well as the acquisition and sale of shareholdings;
  • upon a proposal by the relevant committee and having heard the Board of Statutory Auditors, the fixing of remuneration for the Chairperson, the Chief Executive Officer and other Directors with specific duties, as well as the fees payable to the members of internal Board Committees;
  • assessment of the adequacy of organisational, administrative and accounting structures as regards both Acea and its strategically important subsidiaries;
  • the establishment of an ongoing dialogue with shareholders, based on a mutual understanding of respective roles;
  • a periodic self-assessment as regards the working of the Board and its committees, as well as the dimension and composition of the same;
  • an assessment, to be performed at least on an annual basis, regarding the independence of its non-executive members; 
  • the establishment of safeguards to protect the handling of personal information and sensitive data pertaining to third parties;
  • adoption of the procedures required to protect workers' health and the appointment of workplace safety supervisors.

Activities

In particular, during FY2023 the Board of Directors:

  • evaluated the general trend in performance at the time of preparing the financial report, particularly taking into account the information received from the empowered bodies, as well as periodically comparing the results achieved with those forecast;
  • approved the Company’s remuneration policy, which includes variable short and long-term incentive schemes based on quantitative sustainability targets;
  • prepared the proposal concerning the amendment to Article 15 of the Articles of Association for the Annual General Meeting, which approved the same on 18 April 2023;
  • expressed its guidance to Acea’s shareholders on the quantitative and qualitative composition of the Board of Directors, deemed optimal in view of the Board’s renewal;
  • approved the amendment to the Procedure for Related Party Transactions;
  • approved the issuing of one or more series of bonds, also in the form of green bonds, under the EMTN programme (for a total nominal value of up to € 600 million).

For further details on the work performed by the Board of Directors, reference is made to the 2023 Report on Corporate Governance and the Ownership Structure

Self-assessment

On 14 December 2023, the Board of Directors resolved to carry out an assessment ("Board Review") of its size, composition and functioning, as well as its Committees, for the three years of its board mandate, using the support of an independent external consultant.
The Board Review is divided into three phases during the course of the three-year period and it is completed with the self-assessment process, verifying the efficiency and effectiveness of the Board of Directors and the Committees, as well as compliance with regard to legislative and regulatory provisions, via the use of questionnaires and follow-up interviews with Board members.

For further details on the Board Review process and results, reference is made to the 2023 Report on Corporate Governance and the Ownership Structure.

Number of meetings held in 2023

Corporate Body

Number of meetings during the full year

Number of meetings after 18 April 2023 (current BoD)

Board of Directors

24

16

Committee Control and Risks 

12

8

Appointment and Remuneration

13

9

Ethics, Sustainability and Inclusion Committee 

13

7

Attendances at Board of Directors and Committee Meetings in 2023*

Members of the Board of Directors

Office

Board of Directors

Committee

Control

and Risks

Appointment and Remuneration

Ethics, Sustainability and Inclusion

Committee

Barbara Marinali

Chairperson

16/16

 

 

 

Fabrizio Palermo

CEO/DG

16/16

 

 

 

Antonella Rosa Bianchessi

Director

16/16

 

 

7/7

Alessandro Caltagirone

Director

11/16

 

 

 

Massimiliano Capece Minutolo del Sasso

Director

12/16

8/8

9/9

6/7


Antonino Cusimano

 

Director

16/16

8/8

 

 


Elisabetta Maggini
 

Director

16/16

8/8

 

7/7


Luisa Melara
 

Director

14/16

   

6/7


Francesca Menabuoni
 

Director

3/3

1/1

   


Angelo Piazza
 

Director

16/16

 

9/9

 


Alessandro Picardi
 

Director

15/16

8/8

   


Patrizia Rutignano
 

Director

16/16

 

8/9

7/7


Nathalie Tocci
 

Director

15/16

 

7/9

 

*The table only considers the Board of Directors currently in office, as elected by the AGM on 18 April 2023.
For information concerning directors in office prior to 18 April 2023, reference is made to the 2023 Report on Corporate Governance and Ownership Structure.

Directors leaving office during the year 2023

Members of the Board of Directors

Office

Board of Directors

Thomas Devedjian

Director

8/12

.

Holdings of the members of the Board of Directors and Board of Auditors and general managers (data as at 31 december 2023)

Surname and name

Office

Holding company 

Number of shares owned at 31/12/2022

Number of shares purchased

Number of shares sold Number of shares owned at 31/12/2023

Massimiliano Capece Minutolo Del Sasso

Director

Cogeim S.r.l.

0

12.758

0

12.758

Holdings of the other Executives with Strategic Responsibilities

Number of executives with strategic responsibilities

Holding company

Number of shares owned at 31/12/2022

Number of shares purchased 

Number of shares sold

Number of shares owned at 31/12/2023

None

-

-

-

-

-

No other managers with strategic responsibilities own shares in Acea S.p.A. or its subsidiaries.

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