Activity carried out

Activity of the board – financial year 2025

Improving the recommendations of the Corporate governance code, according to which the Board of directors must meet on a regular basis, the company by-laws envisage that the Board meets at least on a quarterly basis, and whenever the Chairman considers its necessary or when a request is made by at least one-third of its members or by the Board of statutory auditors.

Comparison with FTSE Mib index

The Board of Directors met 12 times in 2025: five meetings were attended by all the directors while the remaining seven meetings were attended by almost all the directors; 11 meetings were attended by all the regular auditors, while 1 session was attended by almost all the regular auditors. Meetings of the Board of Directors lasted on average about three hours and 10 minutes.
Also in the financial year 2025, as already noted since 2019, a high attendance of directors at meetings of the Board of Directors (equal to over 95%) is confirmed, slightly higher than the average level of attendance recorded in companies belonging to the Ftse Mib Index.
In accordance with principle XII of the Code, each director has accordingly ensured that adequate time is available for the diligent performance of the duties assigned to him.
The Central Legal and Corporate Affairs Director, in his quality as secretary of the Board of Directors, was present at all twelve meetings. Meetings of the Board of Directors were attended, upon express request, by the executive managers responsible for the corporate functions to provide insights into the matters of competence placed on the agenda.

Below are the presences of the managers invited to attend the meetings of the Board of Directors:

• the Director of Business Development attended eight meetings;
• the Director of Central Administration, Finance and Control attended five meetings;
• the Director of Central Strategy, Regulation and Risk Management attended two meetings;
• the Central Director of Personnel and Organisation attended five meetings;
• the Director of Central Corporate Services attended two meetings;
• the Director of Shared Value and Sustainability attended two meetings;
• the Central Director of Communication and External Relations attended one meeting;
• the Director of Internal Auditing attended three meetings;
• the Enterprise Risk Manager attended two meetings;
• the Head of Administration of the Central Administration, Finance and Control Department attended one session;
• the Head of Privacy, Information Security, Compliance and QSA Regulations attended one meeting;
• the Head of Treasury and Financing attended one meeting;
• the Head of Shared Value Development and Sustainability attended one meeting;
• the CEO of Hera Comm Spa attended one meeting.

As regards the current financial year, three meetings of the Board of Directors have been held as at 25 March 2026, which were attended by all the members. At this date, nine meetings of the Board of Directors have already been scheduled for the remainder of the year.

In 2025, average attendance in the B.o.D. meetings stood at 95%.

This high level of attendance is proof of the strong commitment of the Directors to guiding the company and is in line with the average figure of the companies included in the FTSE Mib index.

* Source: Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2025) di Assonime, published on 01/2026

Minimum attendance,this file opens in a new window

The number and attendance of members at the B.o.D. meetings guaranteed the ordinary and extraordinary management of the company, enabling Hera to carry out all the actions required in pursuit of the corporate purposes.

Self  assessment

In application of the provisions of Principle XIV of the Code, the Board of Directors periodically evaluates the effectiveness of its activities and the contribution made by its individual members through formalized procedures whose implementation it oversees.

More specifically, in line with Recommendation 22 of the Code, the Board of Directors annually carries out, with the support of an independent external advisor expert in governance and advisory services to the boards of directors, a self-assessment on the size, composition and functioning of the Board itself and its Committees, also considering the role it has played in defining strategies and monitoring the performance of the management and adequacy of the internal control and risk management system, as required by Recommendation 21 of the Code.

This evaluation was carried out in 2025 with the support of Management Search Srl, a consulting company appointed for this purpose; most recently, it was presented and discussed at the Board of Directors meeting on 21 January 2026.

The methodology used for the evaluation process was as follows:

1. completion - by the Executive Chairman, the CEO, Directors and the Chairman of the Board of Statutory Auditors - of an on-line interview questionnaire, with subsequent conduct of an individual interview to deepen the topics reported in the questionnaire.
2. The questionnaire examined the following topics: (i) the structure and composition of the Board of Directors; (ii) the functioning of the Board; (iii) the role of the Executive Chairman; (iv) the adequacy of the time devoted by the Board of Directors to discussing all issues relevant to the Company; (v) the functioning of the Committees; (vi) relations with, and the Directors’ knowledge of, senior management; (vii) the Directors’ assessment of their own work on the Board of Directors and of their contribution to Board discussions and the decision-making process; (viii) the awareness of the members of the Board of Directors of issues related to innovation, ESG principles and sustainability, and the extent to which these issues are embedded throughout the Company and integrated into the way the Company conducts its business. Each question in the questionnaire could be answered through different levels of consensus;
3. sample examination of the company documentation (i.e. the minutes of the 2025 meetings of the Board of Directors and Committees). The desk-based analysis focused on: (i) compliance with applicable regulations; (ii) the contribution of individual Board members to discussions/resolutions; (iii) the adequacy and timeliness of pre-Board information and reporting provided by the Executive Directors; (iv) the role of the Executive Chairman;
4. benchmarking, comparing Hera Spa data with those of ten listed Italian companies operating in the energy sector.

The results revealed a positive picture of the functioning and composition of the Company’s Board of Directors and Committees that had improved on the previous year. This was confirmed by the high level of consensus (over 90%) expressed by the directors on several macro-areas of interest (composition and diversity of the administrative body, organisation and decision-making processes, flow of information and training, climate and team spirit, commitment and strategic support to top management, operation of the Committees) and the absence of topics with low levels of consensus.

In particular, as part of the self-assessment activity:

on the composition of the Board of Directors

• the current size of the Board was deemed, overall, to be adequate in ensuring a balanced mix of skills and experience and to allow for the establishment of Committees without excessive overlap of roles;
• the ratio of executive/non-executive/independent directors is appropriately balanced and suitable to ensure the effective functioning of the Board;
• the qualitative composition of the Board is considered to reflect professionalism and skills in line with the needs of the Company and the Hera Group;
• ‘diversity’ in terms of age groups, seniority in office and gender is deemed to be adequately represented;

on the functioning of the Board of Directors

• the frequency of meetings was deemed appropriate in view of the importance of the topics discussed and the significant events of 2025;
• attendance at meetings was high (94.5% average attendance), partly thanks to the option of attending remotely;
• the agendas were deemed to be comprehensive and well structured;
• the time devoted by the Board of Directors in 2025 to all matters of material importance to Hera was deemed adequate;
• the Directors made a qualitative contribution to the Board's discussions, in line with their respective professional skills and experience;
• it was acknowledged that the Secretary of the Board of Directors and the Company Secretariat performed their role of supporting the Board very efficiently, handling both organisational matters and the preparation of pre-meeting documentation with competence and punctuality;
• the minutes of the meetings were drawn up in a clear and accurate manner, accurately reflecting the course of the discussions on the main topics covered, and the minutes were sent to the Board Members in a timely manner;
• the in-depth sessions (in which participation increased over the course of the term of office) were appreciated by all Directors and considered to be effectively structured;
• the documentation prepared for the meetings was found to be very clear and comprehensive and made available sufficiently in advance, and the flow of information received on the areas of greatest strategic importance to the Company was deemed adequate;
• throughout 2025, the Board's activities were conducted in a positive and constructive internal atmosphere;
• thanks to his expertise, combined with his in-depth knowledge of the Company and the relevant sector, the Executive Chairman exercises his leadership role with experience and authority, and there is unanimous appreciation among the Directors for the relationship with the Executive Chairman, which is considered open, constructive and based on collaboration;

on strategy and objectives

• the majority of the Directors believe that, during 2025, the Board of Directors paid adequate attention to strategic issues; these issues were generally presented in a clear manner, and the information received was sufficient to enable an assessment of the Company’s performance;
• the Directors felt that they were adequately involved in the formulation of the strategic guidelines on risks and the associated controls.
• it was acknowledged that risk management and control are considered priority issues for the Group, and the internal control and risk management system was deemed robust; in addition to the typical business risks, all relevant aspects in this area were examined, with a particular focus on cybersecurity and IT security in general.

relationships with management

• the Company's management (which was acknowledged as possessing a high level of technical expertise and as being willing to provide the requested in-depth information) was consistently involved in Board and Committee meetings on an ongoing basis;
• the relationship between the Executive Chairman and the Chief Executive Officer and the Board of Directors was deemed open and collaborative, and both were recognised as being highly willing to provide timely responses and to ensure transparency when explaining the Company’s strategies and the development of the main operational dynamics;
• all Board Members also considered the relationship between the Chief Executive Officer and the Executive Chairman to be characterised by full respect for their respective roles;

on ESG and sustainability topics

• the Board of Directors attached great importance to ESG and sustainability issues, which were recognised as core areas for the Hera Group; among the priority ESG areas for the Hera Group in the coming years, the following were identified: decarbonisation, resource regeneration, emission reduction, environmental issues, mitigation of the effects of climate change, technological innovation, occupational safety, and strengthening relations with local communities;

on dialogue with shareholders

• the communication policy with Shareholders and Stakeholders was deemed adequate, and it was considered that the decision-making process appropriately takes into account the potential effects on the various categories of stakeholders;

on the functioning and composition of the Committees

• the assessment of the composition and functioning of the Committees was positive and, in particular, the following were deemed to be: (i) the structure of the Committees was deemed adequate; (ii) the composition of the Committees was deemed appropriate to oversee their respective areas of responsibility; (iii) the investigative activities carried out by the Committees were deemed effective; (iv) the information provided by the Committees to the Board of Directors on their activities was deemed adequate;
• as a general rule, Committee meetings were held in accordance with an agenda that preceded the Board’s consideration of the relevant issues (thereby enhancing the preparatory work and enabling the Committees’ reports to be used as a basis for the Board’s discussions);
• the attendance rate at Committee meetings was deemed high (100% for the Executive Committee; 100% for the Remuneration Committee; 96% for the Ethics and Sustainability Committee; 96.4% for the Control and Risk Committee);
• the Board Members serving on the Committees - each for the Committee to which they belong - gave a positive assessment of: (i) the frequency and duration of the meetings; (ii) the role played by the Chairs; (iii) the support received from management and the relevant secretariat; (iv) the quality of the minutes;
• the work of the Committees also benefited from a positive internal climate.

on the review of corporate documentation

• a sample-based documentary analysis of the minutes of the 2025 meetings of the Board of Directors and the Committees revealed that, overall, the Board and the Committees operated in full compliance with the guidelines and requirements set out (i) in the legislative and regulatory framework applicable to issuers; (ii) in the Corporate Governance Code; (iii) in the internal regulatory framework adopted by the Company (Articles of Association, Code of Ethics, internal regulations and procedures).

The Board members’ assessments revealed the following area for improvement: according to the majority of Board members, there is room for improvement in terms of the involvement, participation and active contribution to discussions by all Board members, with a view to making full use of the diverse expertise available on the Board. In addition, a number of Board Members identified the following issues as deserving of greater attention: (i) strengthening the ex post monitoring of strategic decisions; (ii) increasing the number of in-depth sessions on business topics; (iii) examining innovation-related issues more systematically; (iv) expanding the discussion on challenges, risks and opportunities for the Company.

In the past year the Board has acted as precise control over financial activities, specifically overseeing all the operations, services supplied to customers, M&A processes and especially it guaranteed that all activities and relations with stakeholders were carried out with the greatest respect for sustainability policies and following an approach oriented to the creation of shared value.

All the initiatives carried out by Hera in order to support the global UN agenda are submitted to the attention of the Board of Directors.

In order to pursue an effective deliberative activity, the Executive Chairman and the CEO have worked throughout the year 2025 to assure that the Board of Directors was informed about the main legislative and regulatory changes related to the Company and to the corporate bodies, as well as on most relevant topics related to Group’s business.

Page update 29 April 2026