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Corporate governance

Hera is a multi-utility company with public sector majority shareholders and a markedly diversified shareholder base. Regarding Corporate Governance, the Group adopted statutory procedures, with specific attention to the implementation of the principles contained in the Code of Conduct prepared by Borsa Italiana.
The main governance bodies of Hera are the Board of Directors, the Executive Committee, Board of Statutory Auditors, the internal committees and the Shareholders' Meeting. The Board of Directors is supported in its duties by 2 committees: the Remuneration Committee and the Internal Control Committee. The Board of Directors has also established a Supervisory Body pursuant to Legislative Decree no. 231/2001, as well as an Ethics Committee to monitor the dissemination and implementation of the principles in Hera Group's Code of Ethics.

The Board of Directors

The appointments mechanism for the Board of Directors, comprising 18 members, is specified in article 17 of the Articles of Association which provides that the election of the members of the Board will be based on lists. Specifically, the Articles of Association provide that the 14 members of the Board of Directors be selected from a majority list while the remaining 4 members be selected from a minority list. The local authorities holding shares have entered into a Voting Trust and Share Transfer Rules Agreement which provides clauses on the method of forming the majority list, and there is also another consultation agreement signed by 4 minority shareholders for the appointment of members of the Board of Directors.
The articles of association provide that the Board shall meet at least once each quarter or whenever the chairman considers it necessary or a meeting is requested by at least one third of its members or the Board of Statutory Auditors; it furthermore provides that the Board be vested with broad and unrestricted powers for the ordinary and extraordinary management of the company. It is empowered to carry out all such actions as it deems necessary for and conducive to achieving the company purpose except those placed explicitly, by law or the Articles of Association, under the responsibility of the Shareholders' Meeting.
The Board of Directors met 11 times in 2011.

 
Board of Directors
Name and SurnameOfficePositionAppointed by
Tomaso Tommasi di VignanoChairmanExecutive DirectorShareholders’ Meeting from lists presented by the majority shareholders
Maurizio ChiariniChief Executive OfficerExecutive DirectorShareholders’ Meeting from lists presented by the majority shareholders
Giorgio RazzoliVice ChairmanNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Mara BernardiniDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Filippo Brandolini DirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Marco CammelliDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the minority shareholders
Luigi Castagna DirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Pier Giuseppe DolciniDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the minority shareholders
Valeriano Fantini DirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Enrico GiovannettiDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the minority shareholders
Fabio GiulianiDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Luca MandrioliDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Nicodemo MontanariDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Mauro RodaDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Roberto Sacchetti DirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Rossella SaoncellaDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders
Bruno TaniDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the minority shareholders
Giancarlo TonelliDirectorNon-executive independent directorShareholders’ Meeting from lists presented by the majority shareholders

The Board of Directors, appointed on 29 April 2011, will remain in office until the Shareholders' Meeting for approval of the Financial Statements as at 31 December 2013.
Three directors of Hera S.p.A. are aged between 30 and 50, 15 directors are over 50 years of age.
As set forth in the Code of Conduct of Borsa Italiana, the Annual Report on Corporate Governance, included in the Statutory Financial Statements, illustrates the requisites for non-executive, independent directors of Hera S.p.A.. The remuneration paid to directors of Hera S.p.A. is illustrated in the 2011 Financial Statements, along which that paid to statutory auditors and managers with strategic responsibilities (Managing Committee).

 

The Board of Statutory Auditors
The Board of Statutory Auditors, appointed at the Shareholders' Meeting held on 29 April 2011, will remain in office until the approval of the financial statements for 2013. The articles of association establishes that the members of the Board of Statutory Auditors are appointed on the basis of the lists submitted by shareholders in order to ensure that the minority appoints the Chairman and an alternate auditor. The remaining two permanent members and one alternate auditor are selected from a majority list.
It is the corporate body that monitors correct administration, especially insofar as the adequacy of the organisational, administrative and accounting structure adopted by the directors and its operation.

The Executive Committee

The Executive Committee, appointed by the Board of Directors on 2 May 2011, in accordance with article 23.3 of the articles of association, with regard to the yearly definition of the Group's industrial plan and the proposed appointments of top level managers, the Executive Committee has a duty to express an opinion prior to their submittal to the Board of Directors; it is also expected to adopt resolutions, in relation to defined brackets of amounts, concerning contracts and agreements tied to the corporate purpose, consultancy relationships with outside professional experts, the company's membership in organisations, associations and other bodies, settlement of disputes and releases of creditor claims, acts amending or terminating contracts for credit lines and loans, and stipulation, amendment and termination of investment contracts.
The Executive Committee is composed of the Chairman, Vice Chairman and Managing Director of Hera S.p.A. It met five times in 2011.

The Remuneration Committee

The Remuneration Committee was appointed by the Board of Directors on 2 May 2011. The task of this committee is to make proposals to the Board of Directors with regard to remuneration of the Chairman, the Chief Executive Officer, and directors who cover specific roles, as well as to propose the general criteria to be adopted with regard to remuneration of senior managers and middle managers. The Committee met 3 times in 2011.
The Committee is made up of four non-executive independent directors, and upon invitation by the Committee chairman, the Chief Executive Officer and the Chairman of the Board of Directors may participate in its meetings.

The Internal Control Committee

The function of the Internal Control Committee, which was appointed by the Board of Directors on 2 May 2011, is to consult and propose. It is composed of four independent, non-executive directors. Its task is to assess the reliability of the internal control system to ensure the efficiency of corporate operations, reliability with regard to information of a financial nature, compliance with the law and with regulations, and protection of corporate assets. The procedure for transactions with Related parties implemented by the Board of Directors in December 2010 requires that the Internal Control Committee be responsible for guaranteeing the substantial correctness of operations with related parties by issuing a specific opinion.
Taking part in its meetings are the Chairman of the Board of Statutory Auditors or another Auditor designated by the said Chairman, as well as, when expressly requested by the committee Chairman, the Chief Executive Officer and the Chairman of the Board of Directors.
The Committee for Internal Control met 7 times in 2011.

The Ethics Committee

Appointed by the Board of Directors of Hera S.p.A. on 14 May 2008, it has the task of monitoring the dissemination and implementation of the Code of Ethics. It receives the reports on violations of the Code and assesses whether to begin proceedings.
It includes the Hera S.p.A. Vice Chairman, the Corporate Social Responsibility Director and an external member.
On 25 January 2012, the Ethics Committee submitted to the Hera S.p.A. Board of Directors the annual report set forth by art. 71 of the Code of Ethics on activities carried out and reporting received during 2011.
The Ethics Committee met 9 times in 2011.

 

Ethics Committee activities in 2011

The Ethics Committee received 15 reports in 2011: 11 from employees and 4 from customers. Therefore, reports received by the body since its establishment in 2008 increased to 54, 61% if which were received from employees.
The 11 reports from employees especially regarded personnel development and hierarchical relationship management. The 4 reports from customers regarded response times. The Committee carried out 6 interventions as a result of the reports, one of which was based on a report which called the Committee's attention to the need to make a structural change to office access, which is not required by law, in order to meet the needs of a disabled employee. In the other cases, the Committee clarified and interpreted the issues which were brought up.
On the basis of specific reports (and a case which gained a certain relevance in the press), the Committee went into detail with Hera Comm on the practices enacted to prevent unrequested Energy contracts (monitored by AEEG) and suggested that these be suitably highlighted in this Sustainability report (please see the "Customers" section).

 

Le segnalazioni per stakeholder 2008-2011


Supervisory Body 231

The task of the Supervisory Body 231 is to supervise and control compliance with, and the functioning and effectiveness of, the Organisational Model for the prevention of crimes which may be linked to administrative liabilities of the Group companies, according to the terms of Legislative Decree no. 231/2001.
This body is an independent body appointed by the Boards of Directors of the Group companies participating in "Progetto 231"[1]. The Board reports to each Board of Directors on matters of concern as per Legislative Decree no. 231/2001. It avails itself of the Internal Auditing Department for purposes of control, analysis and other duties undertaken.
The supervisory body includes the Internal Audit Director, the Legal and Corporate Affairs Director and one external member.


[1] These companies are: Hera S.p.A., Acantho, Akron, Asa, Enomondo, Eris, Famula On-line, FEA, Hera Comm, Hera Luce, Hera Trading, Herambiente, Medea, Nuova Geovis, Romagna Compost, Sinergia, Sotris, and Uniflotte (91% of the Group's open-ended contract employees work in these companies).