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Governing CSR

RSI Board of Directors Structure in HeraShareholders' meetingBoard of DirectorsRemuneration committeeEthical committeeControl and risk committeeExecutive chairmanChief executive officerVice presidentIR divisionCSR divisionQSA divisionInternal auditing division

 

Hera works to develop and support corporate policies aimed at adopting a business model able to satisfy the needs of all stakeholders in a balanced manner. Hera’s system of governance is characterised by a strong link to the territory of reference, focused on the creation of value for every stakeholder and views sustainability as a defining element in the company’s choices and lines of development.
The Hera Corporate Governance system is based on the principals of the Code of Conduct for Listed Companies and as established by the Group’s Code of Ethics.
In order to ensure adequate coverage of sustainability policies, since 2007 the Hera S.p.A. Board of Directors has prepared a Sustainability Report that includes the Group’s sustainability objectives along with the Business Plan. The Sustainability Report was then presented to the Shareholder’s Meeting for the approval of the financial statements.

The Group’s sustainability policies that guide its strategic choices:

  • are categorised according to mission;
  • serve as the basis for the governance system.
 
 
  • Approves the financial statements, appoints the Board of Directors, the Board of  Auditors and auditing firm.

  • The Board of Directorsis the corporate committee responsible for company administration. The company Articles of Association require that the Board of Directors is endowed with broad and unrestricted powers for ordinary and extraordinary administration 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 has evaluated the adequacy of the company’s organisational, administrative and general accounting structure with special reference to the internal control system.

  • Is responsible for auditing activities that must be performed with complete transparency and in compliance with current regulations.

  • Hera has adopted an organisational structure designed to adequately manage the exposure to risk inherent in its business. It has defined an integrated approach aimed at maintaining management effectiveness and profitability along the entire value chain.

    The internal control system for risk management implemented in Hera allows management strategies to be addressed consistently. In this system:

    • the Board of Directors steers and evaluates the adequacy of the internal control and risk management system;
    • the Executive Chairman and the Managing Director monitor, within their competence, the operation of the internal control and risk management system;
    • the Vice Chairman monitors the coordination between the Risk Committee and the Control and Risks Committee;
    • the Control and Risks Committee supports the Board of Directors in defining the guidelines of the internal control and risk management system;
    • the Risk Committee is the main body that steers, monitors and reports the risk management strategies adopted. It defines the general guidelines for the risk management process, guarantees the mapping and monitoring of corporate risks, assures the definition of the risk policies and defines the protocols for reporting to the Control and Risks Committee, the Internal Auditing Department and the Board of Statutory Auditors.

    In Hera, there is an appropriate separation between the role of risk control and management (entrusted to the risk owners in the various organisational units) and of evaluation of the appropriateness of the risk management processes.

    Specifically, the proper and effective operation of the Internal Control and Risk Management System is monitored at centralised level by the Internal Auditing Department, which reports directly to the Vice Chairman of the Board of Directors.

  • To ensure the distribution and implementation of the Code of Ethics, on October 8, 2007 the BoD established the Ethics Committee. The Committee is responsible for evaluating the conformity of corporate conduct with the principles of the Code of Ethics, a document shared with all Group employees, and to investigate if violations are reported. The Committee reports to the Board annually on its specific activities and the Group's ethical status.

  • Risk factors and critical points were identified and weighted through a process of assessing the risk of the Group’s business segments and infrastructure processes, in order to update and define the three-year Internal Audit Plan which provides a breakdown based on the risk level for each segment to be verified. Internal Audit activities are focused on the segments with the highest risk levels.
    With regard to specific risks relating to the issues falling within the scope of Legislative Decree  no. 231/2001, the Supervisory Body defines an Audit Plan based on the risk assessments, any extension to companies which were previously excluded from the Group’s Project 231, coverage of new processes, regulatory developments and the extension of the scope of activities of the companies.

    In January 2004, Hera created the Risk Management & Insurance department within its organisation, in order to optimise the company's risk profile, adopt pro-active conduct in relation to pure corporate risk, minimising threats and taking advantage of opportunities, in order to ensure increasingly efficient protection of human, material and intangible business assets, and contribute to the growth of corporate value.
    To pursue corporate objectives, both in terms of wealth preservation and growth of value, the Hera Group integrates synergy actions offered by two main risk management tools: an insurance coverage program provided by leading international insurance companies and the implementation of a strategy to eliminate or reduce risks through specific and effective intervention programs.

    Risk Committee
    The Risk Committee was established in July 2011, which represents the main management, monitoring and information body as regards risk management strategies, and is responsible for defining the general guidelines for the Risk Management process, guaranteeing the mapping and monitoring of company risks, ensuring the definition of Risk Policies and of the measurement parameters to be submitted to Hera S.p.A.’s Board of Directors for approval, guaranteeing half-yearly reporting to Hera S.p.A.’s Board of Directors and defining and ensuring protocols in respect of information for the Internal Control Committee, Internal Auditing Department and the Board of Statutory Auditors.

  • Legislative Decree no. 231/2001 introduced a regime of administrative liability into the Italian legal structure. These measures are applied to entities which commit crimes in their own interest or to their own advantage. These crimes may be committed by natural persons acting as representatives, directors or managers on behalf of the entities, or by natural persons acting under the supervision of such persons or subjected to supervision on their part.

     

    The Board of Directors of Hera Spa and the main subsidiaries of the Group have adopted an organisation, management and control model (231 Model) to ensure conditions of correctness and transparency in conducting business and company activities. The model includes the principles of conduct formalised in the code of ethics.

     

    The companies provided with a “231 Model” are: Hera Spa, Acantho, Amga Calore & Impianti, Amga Energia & Servizi, Asa, Fea, Feronia, Hera Comm, Hera Luce, Hera Servizi Energia, Hera Trading, Herambiente, Herambiente Servizi Industriali, Hestambiente, Inrete Distribuzione Energia, Medea, Uniflotte and Waste Recycling. Furthermore, AcegasApsAmga, AcegasAps Service, Singergie and Marche Multiservizi are provided with their own “231 Model”. All these companies include 98.2% of Group employees.

     

    Following the mapping of sensitive company activities, at risk of the offences included in Italian Legislative Decree 231/2001, the Group companies defined specific protocols to be followed in carrying out certain activities, and made the consequent information flows available on a periodic basis. These protocols are circulated to the entire workforce through the corporate intranet. Their application is monitored during the audit phase.

     

    In 2016 no cases of corruption arose defined as significant as per the 231 Model.

     

    In 2016, the following protocols were set up: Confidential and privileged information, information security and computer crime prevention; Accounting management for procurement and supply contracts; Environmental work progress management; Management of relations with the electricity, gas and the water system authorities; Recruitment and hiring of personnel and assignment of contract work; Disciplinary system and management of litigation; and, finally, Rules of conduct and of activity management for environmental protection.

     

    The Internal Auditing Department ensures assistance to various corporate functions in drawing up and implementing necessary corrective actions following the audits. It also updates the disclosure version of the Hera Group 231 Model, after which information and widespread diffusion activities are carried out on the corporate intranet.

     

    The Ethics Committee receives reports on breaches of the Ethic Code (22 reports examines overall in 2016), assessing whether or not it is possible to open proceedings. It is possibile to send a report by mail, email or verbally.

Page updated 17 July 2017

 
 
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