The Hera Group has always adopted a Corporate Governance system based on the traditional model, which envisages a Board of Directors made up of executive and independent directors, for ensuring – in line with the company mission – the protection of the shareholders, the return on invested capital for shareholders and satisfying the stakeholder interests.
Hera’s activities are handled by management in compliance with the Code of Ethics adopted by the Group, whose last review was approved by the Board of Directors on 15 February 2017, and aligned with the Code of Conduct promoted by Borsa Italiana Spa.
Hera’s management body has always been heedful of aspects of good governance and protection of the interests of the shareholder: any change to its structure which meets these objectives is promptly adopted without delay.
With this intention, on 28 April 2015 the loyalty vote was established, an instrument which makes it possible to assign up to two votes for each share held by the same shareholder for a period of at least 24 months. Shareholders who demonstrate – with the stability of their investment – a greater sensitivity to the long-term growth of the Group and to the active participation in the appointment of the shareholders’ representatives, are thus rewarded. In order to fully safeguard the interests of the minorities, the increased/loyalty vote was applied in a reduced version with respect to that envisaged by legislation: in fact, it has exclusive efficacy for the appointment and/or removal of the Board of Directors and the Board of Statutory Auditors, for the changing of the limit to share possession, and for the amendment of the same article which established the increased or loyalty vote.
During the same meeting which established the loyalty vote, the shareholders also approved the increase from three to four of the number of board directors appointed from the lists presented by the minorities: this innovation proposes to attract greater participation of private capital in the choice of the Group’s strategies. Furthermore, to encourage greater participation of the minority shareholders, the percentage of share capital required to present a list for the election of the Board of Statutory Auditors has been reduced from 3% to 1%, as already envisaged for the election of the Board of Directors.
Confirming the appreciation for these latter provisions, during the shareholders’ meeting held on 27 April 2017, called to renew the corporate offices, two lists were presented for the first time by the minority shareholders and the participation of the shareholders was the highest in the last five years, exceeding the threshold of three quarters of the share capital. The meeting elected the new Board of Directors and the new Board of Statutory Auditors, confirming the Executive Chairman and the Managing Director as leading the Group.