Compensation of Board members

The main principle which underpins the Group’s culture and guides its choices is the commitment to combining economic and social value with the ultimate goal of achieving the sustainable success of the Company in the medium-long term, pursuing the interests of all stakeholders. Therefore, Hera, strives to be a company built to last over time and to improve the society and environment of future generations.

In this regard, it should be noted that the Shareholders Meeting of 28 April 2021 amended Hera’s Articles of Association by introducing the following purpose: “The Company implements a business model with the aim of creating long-term value for its shareholders through the creation of shared value with its stakeholders. To this end, the Company organises and carries out business activities also with the aim of promoting social equity and contributing to the achievement of carbon neutrality, the regeneration of resources and the resilience of the system of managed services, for the benefit of customers, the regional benchmark ecosystem and that of future generations (Hera for the Planet, for People and for Prosperity)”.

The sense of responsibility that is the hallmark of its corporate culture and mission translates into an approach to remuneration that is similarly responsible. The Remuneration Policy was conceived as a factor that contributes to improving corporate performance and the creation of value in the medium- to long-term.

With a view to responsible reward and in light of the recommendations contained in the art. 5 of the Corporate Governance Code, the Board of Directors has therefore defined this Remuneration Policy.
Pursuant to Article 123-ter of the TUF, as amended by Legislative Decree 49/2019, the Shareholders’ Meeting is called to resolve on this “Section I” of the report on the remuneration policy and compensation paid, and this resolution will be binding.

The Shareholders' Meeting decides the value of the fees for the Board of Directors.

The remuneration policy for Executive Directors is proposed to the Board of Directors by the Remuneration Committee. The Board of Directors then approves any type of supplementary remuneration.

The CEO proposes policies for Group directors to the Remuneration Committee, which expresses its opinion and presents the policies to the Board of Directors.

This process is supported, as far as the technical aspects are concerned, by the Group Director of Human Resources and Organization, who takes care of the implementation of these policies.

Chairman and CEO remuneration is composed of the fixed and the variable monetary compensation based on the degree of achievement of the targets set in the previous year (Balanced scorecard system).
 

Compensation paid to members of the administrative body in 2023

Remuneration paid to Directors in office until the approval of the 2022 financial statements