BoD* in office until 31 December 2019
BoD* in office until the approval of the financial statements as of 31 December 2019
Group 〉Governance 〉Board of directors 〉BoD* in office until 31 December 2019
Condividi
The shareholder's meeting held 27 April 2017 appointed a Board of Directors, whose mandate lasts from now until the approval of the financial statement for the 2019 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.
BoD* in office until the approval of the financial statements as of 31 December 2019
| NAME | ROLE | BOD STATUS OF INDEPENDENCE | RELATED PARTIES TRANSACTIONS | GENDER | AGE | TENURE | ||
|---|---|---|---|---|---|---|---|---|
| START | END | TENURE (YEARS) | ||||||
| Tomaso Tommasi di Vignano | Executive Chairman | Esecutive | Independent | M | 72 | 2002 | on-going | 19 |
| Stefano Venier * | CEO | Esecutive | Independent | M | 56 | 2004 | on-going | 17 |
| Giovanni Basile | Vice Chairman | Non-executive | Independent | M | 53 | 2014 | 2020 | 7 |
| Francesca Fiore | Member | Non-executive | Independent | F | 52 | 2017 | 2020 | 4 |
| Danilo Manfredi | Member | Non-executive | Independent | M | 49 | 2014 | on-going | 7 |
| Giorgia Gagliardi | Member | Non-executive | Independent | F | 36 | 2014 | 2020 | 7 |
| Erwin P.W. Rauhe | Member | Non-executive | Independent | M | 62 | 2017 | 2020 | 4 |
| Federica Seganti | Member | Non-executive | Independent | F | 52 | 2017 | on-going | 4 |
| Massimo Giusti | Member | Non-executive | Independent | M | 51 | 2014 | 2020 | 7 |
| Sara Lorenzon | Member | Non-executive | Independent | F | 38 | 2017 | 2020 | 4 |
| Alessandro Melcarne | Member | Non-executive | Independent | M | 35 | 2017 | on-going | 4 |
| Stefano Manara | Member | Non-executive | Independent | M | 51 | 2013 | 2020 | 8 |
| Duccio Regoli | Member | Non-executive | Independent | M | 58 | 2017 | 2020 | 4 |
| Giovanni Xilo | Member | Non-executive | Independent | M | 57 | 2017 | on-going | 4 |
| Marina Vignola | Member | Non-executive | Independent | F | 49 | 2017 | on-going | 4 |
| Avg Tenure of BoD (years) | 7 |
* Stefano Venier tenure starts from 2004 since he joint the Hera Group as Strategic, planner and business development.
* 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 with the directors showed a very high overall level of appreciation for the way the Board operates: the responses, in keeping with the topics presented in the interview schedule, amounted to 94%.
Internal committees
In order to effectively and promptly respond to the complexities of the market and guarantee significant safeguard of stakeholders’ interests, the B.o.D. has formed four committees which have been assigned an advisory and consulting role, each in relation to their specific responsibilities (please see board members' expertise here).
Executive committee
| MEMBERS | ROLE IN HERA | ROLE IN COMMITTEE |
|---|---|---|
| Tomaso Tommasi di Vignano | Chairman | Chairman |
| Giovanni Basile | Vice Chairman | Vice Chairman |
| Stefano Venier | C.E.O. | Member |
| Alessandro Melcarne | Director | Member |
Remuneration committee
| ROLE IN HERA | ROLE IN COMMITTEE | EXECUTIVE - NON EXECUTIVE - INDEPENDENT | |
|---|---|---|---|
| Giovanni Basile | Vice Chairman | Chairman | Independent - Non executive |
| Francesca Fiore | Director | Member | Independent - Non executive |
| Massimo Giusti | Director | Member | Independent - Non executive |
| Stefano Manara | Director | Member | Independent - Non executive |
Control and risk committee
Within Risk and Control Committee, Mr. E.P.W. Rauhe have been assigned to overview the Information security/Cybersecurtity strategies of the Group.
| ROLE IN HERA | ROLE IN COMMITTEE | EXECUTIVE - NON EXECUTIVE - INDEPENDENT | |
|---|---|---|---|
| Giovanni Basile | Vice Chairman | Chairman | Independent - Non executive |
| Sara Lorenzon | Director | Member | Independent - Non executive |
| Erwin P.W. Rauhe | Director | Member with overview on Information security/Cybersecurity | Independent - Non executive |
| Duccio Regoli | Director | Member | Independent - Non executive |
Ethics and sustainability committee
| ROLE IN HERA | ROLE IN COMMITTEE | EXECUTIVE - NON EXECUTIVE - INDEPENDENT | |
|---|---|---|---|
| Massimo Giusti | Director | Chairman | Independent - Non executive |
| Federica Seganti | Director | Member | Independent - Non executive |
| Filippo Maria Bocchi | Head of Sustainability Department | Member | - |
| Marco Viviani | - | Member | - |
Page updated 29 April 2020
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