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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 Department since 2010. Hera has thus been one of the first companies in Italy to endow itself with a unit dedicated to corporate social responsibility. As from 1 March 2019, on a consistent basis with the development process undertaken in the last few years, the CSR Department was renamed the Shared Value and Sustainability Department. Management is responsible for proposing and defining the company guidelines on corporate social responsibility and on the creation of shared value as well as the policies concerning reporting and accountability of the shared value and on sustainability; it oversees the balanced scorecard system, drafts the reporting on sustainability and proposes initiatives within the CSR/CSV sphere; it works together on the stakeholder engagement initiatives and is responsible for the periodic up-date of the Group’s Code of Ethics. The SVS director is a member of the Group’s Ethics and Sustainability Committee.

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 2018.

    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 Risk Committee was appointed 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 S.r.l. 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 Department 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.
    The Risk Committee met 4 times in 2018.

  • The Ethics and Sustainability 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. Renewed by the Board of Directors of Hera Spa on 10 May 2017, the Ethics and Sustainability Committee, in accordance with the indications of the code, was composed of three members, an independent director of Hera Spa (Committee Chairman), and two experts with regard to corporate social responsibility and Italian Legislative Decree No. 231/01 (the Shared value and Sustainability Director) and an external member.

    On 8 November 2018, Hera’s Board of Directors - in accordance with the recommendations of the current Code of Conduct for listed companies of Borsa Italiana Spa - deemed it appropriate to assign the Ethics Committee the supervisory functions on the sustainability aspects associated with the performance of the business activities and the interaction dynamics with all the stakeholders; and in particular: i) monitor the implementation of the sustainability policies, ii) formulate, upon the request of the Board of Directors, an opinion on specific aspects regarding sustainability; iii) examine the company procedures of a social and environmental nature; and iv) examine the sustainability report in advance, to be submitted to the Board of Directors.

    The Board of Directors has also changed the name of the Ethics Committee to the “Ethics and Sustainability Committee” and has extended the composition, taking the members from three to four, of which two Hera Spa Directors.

    The Committee met eight times in 2018.

  • 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, Asa, Frullo Energia Ambiente (Fea), Feronia, Hera Comm, Hera Luce, Hera Servizi Energia, Hera Trading, HERAtech, Herambiente, Herambiente Servizi Industriali, Hestambiente, Inrete Distribuzione Energia, Uniflotte and Waste Recycling. Furthermore, AcegasApsAmga, Energia Base Triesta, Aliplast, Alimpet (these two companies until December 2018), AcegasApsAmga Servizi Energetici SpA and Marche Multiservizi are provided with their own "231 Model". All these 22 companies (76% of the total of the 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 2018, the management and communication of the confidential, privileged and significant information and management of the laboratory activities protocols were up-dated.
    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 care of the subsidiary companies (Asa and Waste Recycling) which concerned aspects of general importance such as the 231 Model of the Hera Group, the Group Protocols, the Internal Control System and aspects focused on the activities of the same.
    Furthermore in 2018, the process was launched for the definition of a management system for the prevention of corruption compliant with the ISO 37001 standard. It is envisaged that certification will be obtained for Hera Spa by the end of 2019.

    In 2018 no cases of corruption arose defined as significant as per the 231 Model.

    The Ethics Committee receives reports on breaches of the Ethic Code (18 reports examines overall in 2018), assessing whether or not it is possible to open proceedings. It is possibile to send a report by mail, email or verbally.

Page updated 30 May 2019

 
 
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Together we can make the difference!
 
Insieme facciamo la differenza!