Board of directors

 

The Board of Directors of Hera S.p.A.


The shareholder's meeting held 29 April 2020 appointed a Board of Directors, whose mandate lasts from now until the approval of the financial statement for the 2022 financial year. The board has 15 members.

 

The Board of Directors is vested with the widest powers for the ordinary and extraordinary management of the Company without any limitations, with the power to carry out all acts considered necessary or appropriate for the pursuit of the corporate purpose, excluding only those which, by law or by virtue of the Articles of Association, are strictly reserved to the Shareholders' Meeting. 

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NEW B.o.D of Hera, appointed by the AGM of 29 April 2020

BOARD OF DIRECTORS

NAME ROLE M/F NATIONALITY N. OF SHARES OWNED*
Tomaso Tommasi di Vignano (1) Executive Chairman m IT 31,764
Stefano Venier CEO - executive m IT -
Gabriele Giacobazzi Vice President - indipendent non executive m IT -
Fabio Bacchilega Director - indipendent non executive m IT -
Danilo Manfredi Director - indipendent non executive m IT -
Alessandro Melcarne Director - indipendent non executive m IT -
Lorenzo Minganti Director - indipendent non executive m IT -
Monica Mondardini Director - indipendent non executive f IT -
Erwin P.W. Rauhe (2) Director - indipendent non executive m IT 5,000
Manuela Cecilia Rescazzi Director - indipendent non executive f IT -
Paola Gina Maria Schwizer Director - indipendent non executive f IT -
Federica Seganti Director - indipendent non executive f IT -
Bruno Tani Director - indipendent non executive m IT 170,000
Alice Vatta Director - indipendent non executive f IT -
Marina Vignola Director - indipendent non executive f IT -

(1) indirect ownership, through spouse
(2) ownership through subsidiaries, trust companies or third parties

The Board of Directors, in conformity with the provisions of Article 1 1.C.1. letter g) of the Code, evaluates on an annual basis the size, composition and functioning of the Board itself and its committees. This evaluation was carried out with the support of the external consultancy Spencer Stuart, governance experts and administrative body consultancy services, and is based on the following criteria:

  • interviews with the members and chairman of the Board of Statutory Auditors
  • analyses of international best practices
  • analysis of the culture of the Board of Directors
  • examination of the company documents.

The interviews of the directors in office until the approval of the financial statements as of 31 December 2019, revealed a very high overall level of appreciation for the way the Board operates: the responses, in accordance with the topics included in the interview schedule, are equal to 92 %.

The company Spencer Stuart, which supported the Board of Directors in this assessment, reported a very high level of appreciation overall, in comparison with other boards in Italy and abroad.

Plans of succession

The Board of Directors, as regards executive director nomination procedures, that are determined by public shareholders and the evaluations that can be traced to the latter, does not consider it necessary to elaborate a plan of succession for the aforementioned directors. If the mandate of the directors were to end, the function of Chairman as legal representative, will be taken over by the Vice-Chairman. The Board of Directors will have the authority to co-opt new directors to replace those who stepped down and deliberate on the allocation of proxies. The first Meeting will act to supplement the Board of Directors.

The Board of Directors appointment will last for 3 fiscal years, therefore until the approval of the financial statements as of 31 December 2022.

Page updated 30 April 2020

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