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Corporate governance system

Hera main target is to create shared value for its stakeholders.

As a consequence, Hera Corporate Governance system is effective to evaluate and assess the inputs  from an increasingly complex economic and social context. The strong roots in the geographical areas of operation are strengthened as a result of unceasing dialogue which consists in developing an open, transparent “way of doing business”. This distinctive characteristic has resulted in the creation of corporate boards which, in accordance with Corporate governance code promoted by Borsa italiana and Code of ethics, complement each other in order to best fulfil the expectations of all stakeholders.

Shareholders’ meetings

The shareholders’ meeting is the body that passes the company’s resolutions. The tasks fulfilled during ordinary shareholders’ meetings include: approving financial statements, appointing the board of directors, deciding on their remuneration and examining the issues put forward by the directors. Extraordinary meetings decide upon modifications of the Articles of Association and operations such as share capital increases and merger projects. The meeting represents ownership claims, i.e. the company’s shareholders.

Board of Directors

It holds a wide mandate for the ordinary and extraordinary management of the Company, and is able to carry out any and all actions and operations deemed necessary to reach the Group’s targets.

Its responsibilities include:

  • Nomination or dismissal of the Chairman, the Vice Chairman, the C.E.O. and the general directors;
  • Definition of the powers devolved to the Chairman, the C.E.O., the general directors and the Executive Committee;
  • Approval of multi-year strategies and the business plan;
  • Acquisition or sale of companies or branches of companies.

Board of Statutory Auditors

The Board of Statutory Auditors is the body that supervises the Group’s correct administration, assessing the adequacy of the organisational, administrative and accountancy systems designed by the directors. Its structure is regulated by Article 26 of the Articles of Association.

Control and Risk Committee

In accordance with Principle 8 of the Corporate Governance Code, the Committee is tasked with overseeing the operation of the internal control system, the efficiency of company operations, the reliability of financial information, compliance with the law and regulations, and protection of company assets. It is also in charge of maintaining relationships with related parties, and expresses opinions that may be binding in cases of large-value transactions.

Ethics Committee

In order to ensure a widespread implementation of the Code of Ethics, the Board of Directors established the Ethics Committee on 8th October 2007.
The Committee’s tasks are to assess the compliance of company conduct with the principles of the Code of Ethics, a document that applies to all workers within the Group, and to open investigations upon receiving reports of violations.
This committee is composed of three members: two directors from the Board of Directors, and an executive who is an expert in Corporate Social Responsibility and the issues dealt with in Legislative Decree 231/01.

Executive Committee

Article 23.3 of the Articles of Association provides that the Board of Directors may appoint an Executive Committee and establish its powers. This body has the duty of expressing an opinion, prior to submittal to the Board of Directors, concerning particularly important issues:

  • Annual definition of the Group’s Business Plan;
  • Definition of the Budget;
  • Drafting the Financial Statements;
  • Proposing the appointment of top-level managers.

The Committee also has decisional power on issues with economic-financial implications for amounts exceeding the limits established for the Chairman and the C.E.O., but which are not strategically significant when compared to the Group’s overall economic-financial dimensions.

Remuneration Committee

The Remuneration Committee is assigned the task of making proposals to the Board of Directors for the remuneration of the Chairman, the Vice Chairman, the C.E.O., the General Managers, as well as the adoption of general criteria for determining management remuneration, the C.E.O. being nonetheless tasked with providing policies and levels for such remuneration.

The Committee furthermore periodically evaluates the adequacy, overall coherence and concrete implementation of the general policies adopted for the remuneration of directors and general managers.

In carrying out its functions, the Remuneration Committee has the possibility of gaining access to any information and company functions that may prove necessary.

Independent Auditors

The Shareholders’ Meeting granted the assignment for auditing the financial statements, the consolidated financial statements and the performance of all the activities envisaged by Legislative decree 58/98, as amended, to the independent auditing firm PricewaterhouseCoopers S.p.A.

The assignment, currently entrusted to Mr. Edoardo Orlandoni, has a total duration of nine financial years and will conclude at the date of approval of the financial statements as at 31st December 2014.


 

Lobbyng policy

Political dialogue and lobbying with institutions are managed by Hera in an institutional manner through UTILITALIA.
Utilitalia brings together industry peers and represents them with national and European institutions.

It has among its partners the National Authorities, the parliamentary committees and the relevant ministries, with which it cooperates while designing bills and measures pertaining to public utility services of a certain economic relevance. It also represents the water, environment and energy business in Europe, through different sector organizations. This institution also dialogues and collaborates with universities, foundations, public bodies and research centers on issues related to public services and participates in technical committees, appointed by ministerial decree, in national and international associations, funds, working groups and research and science institutions and committees.

Lobbyng activity through Utilitalia

In November 2015 the Group participated in the main event Ecomondo, the green technology exhibition held in Rimini and supported the lobby activities of Utilitalia listed here (in Italian).

 

Hera Group: Corporate Governance systemIndependent Statutory Auditors Remuneration Committee Executive Committee Ethics Committee Internal Control Committee Statutory Auditors Board of Directors

 

Page updated 27 April 2017

 
 
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