Composition of the Board of Directors in office until April 27, 2023
The table shows the composition of Hera's Board of Directors, appointed at the Shareholders' Meeting on 29 April 2020 and in office until the approval of the financial statements as at 31 December 2022.
BOARD OF DIRECTORS
| NAME | ROLE | EXPERTISE | M/F | NATIONALITY | N. OF SHARES OWNED* |
|---|---|---|---|---|---|
| Tomaso Tommasi di Vignano (1) | Executive Chairman | Industry, Risk & crisis, finance and ESG | m | IT | 31,764 |
| Orazio Iacono* | CEO - executive |
Industry, finance, IT and ESG |
m | IT | - |
| Gabriele Giacobazzi | Vice President - indipendent non executive | Industry, Risk & crisis and ESG | m | IT | - |
| Fabio Bacchilega | Director - indipendent non executive | Industry and Finance | m | IT | - |
| Danilo Manfredi | Director - indipendent non executive | Industry | m | IT | - |
| Alessandro Melcarne | Director - indipendent non executive | Finance and ESG | m | IT | - |
| Lorenzo Minganti | Director - indipendent non executive | Industry, finance and ESG | m | IT | 6,700 |
| Monica Mondardini | Director - indipendent non executive | Industry, Risk & crisis, finance and IT | f | IT | - |
| Erwin P.W. Rauhe (2) | Director - indipendent non executive | Industry, finance and IT | m | IT | 5,000 |
| Manuela Cecilia Rescazzi | Director - indipendent non executive | Finance and ESG | f | IT | - |
| Paola Gina Maria Schwizer | Director - indipendent non executive | Industry, Risk & crisis, and finance | f | IT | - |
| Federica Seganti | Director - indipendent non executive | Industry, Risk & crisis, finance and ESG | f | IT | - |
| Bruno Tani | Director - indipendent non executive | Industry and finance | m | IT | 200,000 |
| Alice Vatta | Director - indipendent non executive | Industry, finance, IT and ESG | f | IT | - |
| Marina Vignola | Director - indipendent non executive | Finance and IT | f | IT | - |
* appointed by co-optation by the Board of Directors on 11 May 2022
(1) indirect ownership, through spouse
(2) ownership through subsidiaries, trust companies or third parties
Of the current 15 directors, four are between 30 and 50 years old, six are between 51 and 60 years old and five are over 60 years old, for an average age of 57.
The directors possess proven professional competence in financial, economic, and legal matters and in the fields of sustainability, social and environmental issues.
The Board of Directors expressed its full satisfaction with and appreciation of the size, composition and functioning of Hera’s Board of Directors and its Committees.
Furthermore, Hera maintains as a priority the objective of ensuring equal treatment and opportunities between genders, including within the company organization as a whole, on the assumption that:
- differences in gender, culture and origin are now universally recognized as a value and must therefore be managed in the best possible way;
- feeling equal and included leads to the generation of cooperative behaviours at work and fosters an organisational coexistence which promotes greater sharing of the company culture.
Diversity Criteria and Policies
Already in 2011, in order to further promote the development and dissemination of a company policy on equal opportunities and equality at work, the figure of the Diversity Manager was established with the aim of fostering the implementation of this company policy on equal opportunities and diversity enhancement.
The mission of Diversity Management can be described in the following macro-points:
- spreading the culture of inclusion among public, private and civil society, and sharing best practices with local institutions and companies to strengthen the social network;
- supporting the management and valorisation of plurality in the company;
- strengthening the Hera Group's role in developing the culture of appreciating differences and fostering work-life balance.
Spreading a culture of diversity, introducing time-saving projects aimed at achieving an effective balance between everyday life and work, health and wellbeing and fostering empowerment have been central themes in the company's work to date.
In particular, in 2022 Hera continued to focus on activities to raise awareness and promote a culture of diversity, both internally and externally, strengthening networking with stakeholders.
In continuity with the Hera Group's priorities, particular attention is paid to STEM (Science, Technology, Engineering, Mathematics) fields and the gender gap that is often associated with them.
Plans of succession
It should be noted, as already mentioned in “Section 6,” that it has been decided as early as 2020 to keep the functions of the Nominations Committee under the coordination of the Chairman, also in view of the fact that appointments of the members of the Board of Directors are carried out by shareholders through list voting at the Shareholders' meeting.
Adequate space shall be devoted in Board of Directors meetings to the performance of the functions typical of this Committee, subject to successful verification that at least half of the members of the Board of Directors can be considered independent directors.
It should also be noted that, in case of early termination of the executive directors' mandate, the procedure will be carried out in compliance with the provisions of the Articles of Association and the Shareholders' Agreement: the Chairman's functions, as legal representative, are immediately taken over by the Vice Chairman; the Board of Directors will have the power to co-opt new directors to replace those who have ceased to hold office and will deliberate the allocation of proxies. The first Shareholders' meeting held shall carry out the subsequent integration of the Board of Directors. With regard to the management of Tier I senior management, the Chairman, in consultation with the Chief Executive Officer, shall submit to the Board of Directors a substantiated proposal for appointment/replacement.
Page updated 27 April 2023
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