TESTATA BoD* in office until the approval of the financial statements as of 31 December 2019

BoD* in office until the approval of the financial statements as of 31 December 2019

GroupGovernanceBoard of directorsBoD* in office until 31 December 2019

Condividi

BoD* in office until the approval of the financial statements as of 31 December 2019

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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