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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


In order to ensure that social responsibility and sustainability are an integral part of corporate planning and management, in May 2005, the Board of Directors of Hera Spa set up a Corporate Social Responsibility organisation unit, reporting to the Managing Director, which has been a division since 2010. The Csr Division is in charge of defining and proposing corporate guidelines concerning corporate social responsibility; overseeing the balanced scorecard system; reporting on sustainability; proposing and managing social responsibility projects; delivering new local stakeholder engagement projects on sustainability. The Csr Division also ensures the periodic updating of the Group’s Code of Ethics.

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.

Starting from fiscal year 2017, the Sustainability Report represents Hera Group’s non-financial consolidated statement on the issues considered relevant and referred to in Art. 3 and 4 of Italian Leg. Decree no. 254/16.

Furthermore, in the two-year period 2016-2017, a new shared value approach was defined with the aim of further integrating sustainability into our business activities and directing both our strategy and sustainability reporting to the urgencies dictated by the Global Agenda on Sustainable Development.

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.

    The Board of Directors met ten times in 2017.

    The current Board of Directors, renewed on 27 April 2017, will remain in office until the Shareholders’ Meeting for approval of the financial statements as at 31 December 2019.

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

  • The control and risks Committee’s duty, in application of Principle 7 of the Code of Conduct, is to monitor the functioning of the internal control system, the efficiency of corporate operations, the reliability of financial information, as well as compliance with the law and regulations and the protection of corporate assets. This Committee also has the task of supporting, with adequate investigations, the Board of Directors in its evaluations and decisions regarding the risk management system. The Chairman of the Board of statutory auditors or an auditor appointed by Chairman attends the committee’s meetings as well as the Managing Director and the Chairman of the Board of Directors, at the explicit request of the Chairman of the committee.

    The Control and Risks Committee met 7 times in 2017.

  • The Ethics Committee 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. The Ethics Committee is composed of an independent director of Hera Spa (Committee Chairman), the Corporate Social Responsibility Director and an external member, appointed again during the Board of Directors of Hera Spa on 10 May 2017.

    The Committee met seven times in 2017.

  • The Risk Committee was appointer in April 2014 and is composed of the Executive Chairman, Vice Chairman and Managing Director of Hera Spa, the Administration, Finance and Control Director, the Market Central Director and the Enterprise Risk Manager. Furthermore, in relation to specific issues falling within their competence, the Legal and Corporate Central Director, the Corporate Services Central Director, the Innovation Central Director and the General Manager of Hera Trading may take part in the meetings.

    The Risk Committee is the main body that steers, monitors and provides information about risk management strategies, and has the following tasks:

    •                defining general guidelines for the risk management process; ensuring corporate risk mapping and monitoring;

    •                ensuring the definition of risk policies and measurement parameters to be submitted for approval to the Board of Directors of Hera Spa;

    •                guaranteeing six-monthly reporting to the Board of Directors;

    •                defining and ensuring the submission of information protocols to the Control and Risks Committee, the Internal Auditing Division and the Board of Statutory Auditors.

    The significant risks addressed within the Risk Committee refer to the following areas: strategic, energy, financial, credit, insurance, information and communication technology, safety and the environment, and business continuity.

    In the meeting of 13 May 2015, the Board of Directors of Hera Spa approved the enterprise risk management process, and in the meeting of 15 February 2017 it approved Hera Group’s guidelines “Group risk management policy” aimed at outlining the Group’s risk management guidelines.

    The Risk Committee met 4 times in 2017.

  • Italian 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, HERAtech, Herambiente, Herambiente Servizi Industriali, Hestambiente, Inrete Distribuzione Energia, Medea, Uniflotte and Waste Recycling. Furthermore, AcegasApsAmga, AcegasApsService, Aliplast, Sinergie (now AcegasApsAmga Servizi Energetici Spa) and Marche Multiservizi are provided with their own “Model 231”. All these 24 companies (62% of the total of the companies) include 97.6% 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. During 2017, the following protocols were up-dated: Formalities regarding conduct and handling of the activities for the purpose of health and safety in the workplace, Sales activities with reference to Hera Comm, Handling of the accounts for the tender and supply agreements, Separate financial statements of Hera SpA and Consolidated financial statements of the Group and, in conclusion, handling of the Purchase of services supporting the sale of waste treatment on a free market basis.

    The Internal Auditing Department ensures assistance to the various company units in drawing up and implementing necessary corrective action following the audits and, for the purpose of raising the awareness of and training the beneficiaries of the 231 Model it held specific courses for the sales units and the units tasked with the purchasing activities which, besides the specific focus relating to the activities performed, concerned aspects of general importance such as the 231 Model of the Hera Group, the Group Protocols, the Internal Control System and the corporate governance set-up.

    In 2017 no cases of corruption arose defined as significant as per the 231 Model.

    The Ethics Committee receives reports on breaches of the Ethic Code (23 reports examines overall in 2017), assessing whether or not it is possible to open proceedings. It is possibile to send a report by mail, email or verbally.

Page updated 18 May 2018

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