Activity of the board - financial year 2017

Improving the recommendations of the Corporate governance code, according to which the Board of directors must meet on a regular basis, the company by-laws envisage that the Board meets at least on a quarterly basis, and whenever the Chairman considers its necessary or when a request is made by at least one-third of its members or by the Board of statutory auditors.

Comparison with FTSE Mib index

The Board of Directors met on 10 occasions in 2017. All the directors took part in 4 of these meetings, while almost all of them took part in the other 6; all the statutory auditors took part in 8 of the meetings, while almost all of them took part in 2. The average length of the meetings of the Board of Directors was approximately two hours and 30 minutes.

The duration of the sessions is in line with the recommendations of the Corporate Governance Code, according to which the optimal duration of the meetings of the Board is about 2 hours and thirty minutes and is higher than the national average, which instead stands for 2 hours and 15 minutes*

The General director of Operations, invited to participate in the meetings of the Board of Directors, attended all of the meetings.The Head of Legal and Corporate Affairs, in his capacity as Secretary of the Board of Directors, attended all of the meetings.When so required, the managers responsible for the various departmental areas participated in the meetings of the Board of Directors held in 2016, to refer on matters falling under their competence that were part of the agenda..

» In 2017, average attendance in the B.o.D. meetings stood at 95%.

This high level of attendance is proof of the strong commitment of the Directors to guiding the company, and exceeds the average figure of the companies included in the FTSE Mib index.

* Source: Assonime Abstract Note e Studi n.2/2018

The number and attendance of members at the B.o.D. meetings guaranteed the ordinary and extraordinary management of the company, enabling Hera to carry out all the actions required in pursuit of the corporate purposes.

BoD activity in 2017

In the past year the Board has acted as precise control over financial activities, specifically overseeing all the operations, services supplied to customers, M&A processes and especially it guaranteed that all activities and relations with stakeholders were carried out with the greatest respect for sustainability policies and following an approach oriented to the creation of shared value.

All the initiatives carried out by Hera in order to support the global UN agenda are submitted to the attention of the Board of Directors.

In order to pursue an effective deliberative activity, the Executive Chairman and the CEO  have worked throughout the year 2016 to assure that the Board of Directors was informed about the main legislative and regulatory changes related to the Company and to the corporate bodies, as well as on most relevant topics related to Group’s business.

Page updated 20 April 2018