Governance Best Practice

Since its establishment Hera has been following a path of excellence, in a continuous and transparent dialogue with the financial market, which aims to create value for the stakeholders.

The Group undertook actions in order to improve its corporate governance, both specific and as part of Board meetings, in line with the international best practice. Since 2014, the Group has intensified this activity in order to ensure that directors acquire adequate knowledge of the main issues related to the company as quickly as possible.

Strategic induction to Board of Directors

Every three years, following the regular renewal of Hera SpA’s Board of Directors, the Executive Chairman and the CEO organise a period of induction designed for the newly appointed Directors and Auditors, as foreseen by the Corporate Governance Code.
The activities are generally carried out during more sessions, organised between May and June, within which the company’s top management provides in-depth materials concerning the sector in which the company operates, its internal dynamics and development over time, as well as the principles of correct risk management, the applicable regulatory framework and elements of self-regulation.
The procedure is aimed at allowing new Directors and Auditors to grasp the complexity of the Group’s activities, so that they are able to immediately fulfil their institutional role in an optimal way.

The meetings, which are backed up by a well-structured and detailed documentation, are highly appreciated and have become a stable component of the mix of tools involved in managing the Group’s Governance. 

Induction activity in 2025

As has already happened in the past, in the last financial year too, in-depth moments were prepared in order to ensure that the directors acquire adequate knowledge of the main issues concerning the Company as soon as possible. Specifically, during 2025, the in-depth sessions focused on the following topics: a regional focus on the company Marche Multiservizi Spa; tariff regulation mechanisms for gas distribution, electricity distribution and the water cycle; the commercial situation in the energy sector (TSOs and market changes); and progress on the Group's main projects, including those financed with funds from the National Recovery and Resilience Plan.
Also in 2025, the focus was on analysis - during Board meetings - aimed at providing directors with adequate knowledge of the main characteristics of the company (governance and sustainability), the results achieved in recent years, the elements of the business plan and the CSV strategy, as well as human resources, net finance result and risk management, with in-depth analysis of the activities that the Group carries out on the innovation front (in particular on projects concerning renewable energy).

In the area of network and information security, in light of the transposition in Italy of EU Directive 2022/2555 (the “NIS 2 Directive”), the areas of requirement and the related activities to be implemented by the Group in order to comply with the obligations set out in the aforementioned directive (with a particular focus on those pertaining to the governing/management bodies), including the corresponding training plan, were examined in detail.
On the subject of stakeholders, amongst others, an overview of the activities of local advisory councils (HeraLAB) was provided.

With regard to sustainability, the Board of Directors resolved, in particular, to appoint the Officer in Charge of Sustainability Reporting, a role introduced by Article 154-bis, paragraph 5-ter, of Italian Legislative Decree 58/1998 (as amended by Italian Legislative Decree 125/2024, which transposed European Directive (EU) 2022/2464, known as the CSRD - Corporate Sustainability Reporting Directive) and by Article 29 of the Articles of Association, as amended by the Extraordinary Shareholders’ Meeting of Hera held on 30 April 2025 in compliance with the aforementioned European legislation.
Furthermore, in the area of sustainability, the Board of Directors - after receiving information on the Group’s supplier relations and in order to pursue, among other things, the sustainability and shared-value objectives set out in the company’s purpose and to comply with the provisions of the aforementioned CSRD - resolved to adopt the text of the Code of Conduct - Sustainability Pact with Suppliers, which sets out in detail the ethical and sustainability standards to be observed throughout the supply chain.
In addition, the Board of Directors was informed of the signing of the Group’s New Procurement Protocol, a virtuous example of a procurement agreement in terms of protection, quality, sustainability, digitalisation, participation and safety.

With regard to the energy landscape, updates were provided, in particular, on the Transitional Protection Scheme, on the performance of Hera’s share price, and on the energy-efficiency upgrades carried out by Group companies;

With reference to the National Recovery and Resilience Plan, the Board was informed about the state of the art of Hera Group projects to be financed and which are financed under the aforementioned Plan.

In addition, insights into risk assessment, reporting for monitoring and managing financial risks and investments were carried out. The regular reports of the Risk Committee and the Control and Risk Committee were illustrated.
Then evaluations were made of the recommendations of the Chairman of the Corporate Governance Committee.
In 2025 as well, additional analysis was carried out during the strategy day, as a moment of collegial reflection on the future of the Company, with the support of management.
With regard to industrial relations, updates were provided on the various National Collective Bargaining Agreements in force within the Hera Group, with a focus on those renewed in 2025.
In addition, visits were organised to the Group’s facilities, in particular to the Ca’ Asprete Landfill (Tavullia, Pesaro-Urbino) and the San Francesco Water Treatment Plant (Colli al Metauro, Pesaro-Urbino).
The in-depth work will continue throughout 2026.

The Chairman, with the support of the Secretary of the Board of Directors, reports to the Board of Directors on a half-yearly basis, or by the first useful meeting, when significant events occur, on the development and relevant contents of the dialogue with shareholders and bondholders, as well as any contacts with other stakeholders.
The Board of Directors was informed about the meetings held in 2025 with investors and financial analysts, the road shows held in the main European (Milan, Geneva, London, Zurich, Paris, Brussels, Luxembourg, Amsterdam and Madrid), American (New York, Chicago, Boston and Toronto) and Australian (Sydney) markets, as well as the most significant requests received from other stakeholders.

For more information on the composition and competences of the Board of Directors regarding sustainability, see the “Governance” section in the chapter “General information” of the sustainability statement.

The compliance system for the prevention of corruption and fraud

Businesses should work against corruption in all its forms, including extortion and bribery.
Hera answers the call to action

Companies face high ethical and business risks and potential costs when they fail to effectively combat corruption in all its forms. In order to answer the UN Agenda’s call to action, the Group carries out anti-corruption measures as part of its mechanisms to express corporate sustainability and to protect its reputation and the interests of their stakeholders, creating shared value.

Importance for the Hera Group and monitoring of this aspect

Corruption and fraud pose a significant risk to business activities as they can significantly compromise the company's reputation and image and cause significant financial damage. HERA promotes the combating of corruption by taking a “zero tolerance” stance towards corruption and fraud in any form, reiterated both in the Code of Ethics, updated in 2025, and in the Corruption prevention model. Furthermore, Hera Spa, in 2019, obtained Iso 37001 certification for the Management system for the prevention of corruption.

Hera's commitment applies to both employees and third parties (e.g. consultants, suppliers and business partners), through appropriate preventive measures, a disciplinary system and specific ethical clauses that all employees and third parties must accept and adopt.
Hera has adopted a structured compliance system consisting of tools and policies designed to prevent and combat active and passive corruption, in addition to the matters envisaged in the Group's Code of Ethics and the 231 organisational model.

Hera’s anti-corruption system comprises the following:

• the Code of Ethics;
• the Quality and sustainability policy;
• the Corruption prevention model that supplements the existing 231 Organisation Model, which already covered the types of corruption included in Italian Legislative Decree no. 231/2001;
• guidelines for the prevention and management of fraud;
• periodic audits and training activities with a view to corruption and fraud prevention;
• “whistleblowing” system for the handling of reports relating to offences concerning both corruption and those potentially significant for 231-related purposes.
• ISO 37001 certification for the prevention of corruption

Organisational model pursuant to Legislative Decree no. 231/2001

The Legislative Decree 231/2001 introduced into Italian law the administrative liability (rectius criminal) of legal persons, companies and associations. In particular, it introduced the criminal liability of institutions for certain crimes committed in the interest of or for the benefit of the same by persons holding representative, administrative or management functions of the institution or of its organizational unit with financial and functional autonomy, as well as by persons exercising, even in fact, the management and control of the same and, finally, by persons subject to the direction or supervision of one of the aforementioned subjects. The relevant offences are offences against the Public Administration and corporate offences committed in the interests of companies.

However, Articles. 6 and 7 of Legislative Decree no. 231/2001 provide for a form of exemption from liability if (i) the institution demonstrates that it has adopted and effectively implemented, before the commission of the act, models of organization, management and control suitable to prevent the implementation of the crimes taken into account by the decree itself; (ii) the task of supervising the operation and observance of the models, as well as ensuring their updating, is entrusted to an institution body with autonomous powers of initiative and control.

To this end, on 16 February 2004 the Board of Directors of Hera Spa approved, and subsequently updated on 15 December 2021, the model of organization, management and control pursuant to Legislative Decree no. 231/2001 with the aim of creating a structured and organic system of procedures and preventive control activities aimed at preventing the offences referred to in the aforementioned decree, through the identification of activities exposed to the risk of offences and their consequent proceduralisation.

The contents updated, in line with regulatory and case law developments, have concerned in particular:

• the list of 231 offences including the last introduced, aligned with the number of the Legislative Decree 231/2001;
• the strengthening of references to the Hera Group Code of Ethics, now in its sixth edition, approved by the Board of Directors on 8 February 2023, which is a fundamental pillar of the model for the purposes of preventing the same offences;
• the inclusion of references to the model for the prevention of corruption and fraud, as well as to the regulation of the procedures for reporting offences (so-called whistleblowing), already the subject of a specific Protocol.

The activity of updating the contents of the General Part of the organisation, management and control model, aimed at incorporating regulatory updates in continuity with the previous revision of the document, is therefore aimed at confirming and further strengthening the effectiveness of the model in the prevention of crimes and in the function exempt from liability to the Company.

The Group is sensitive to the need to ensure conditions of fairness and transparency in the conduct of business and business activities, to ensure the satisfaction of the needs of the community and to protect its position and image, the expectations of its shareholders and the work of its employees. The Group is also aware of the importance of an internal control system suitable to prevent the commission of unlawful conduct by its Directors, Employees, external collaborators and business partners in general.

The model has been adopted in the conviction that – beyond the requirements of Decree 231, which identify it as an optional and non-compulsory tool – it can constitute a valid tool for raising awareness of all those who work in the name of and on behalf of Group companies, so that they adhere to correct and linear behaviour in the performance of their activities, such as to prevent the risk of carrying out the crimes provided for by the Decree itself.

To date, the model of organization, management and control pursuant to Legislative Decree no. 231/2001, the general part of which is available on the website www.gruppohera.it at the “Governance/Internal-Auditing Section”, includes 29 Group protocols, implemented over time and relating to individual sensitive areas, which aim to ensure transparency and a sense of responsibility in internal relations and with the outside world.

For each risk process, the protocols identify principles, roles and responsibilities to be followed in the management of activities and define periodic information flows of control.

Each protocol, supported by appropriate audit activities, ensures the constant monitoring of risky activities by the Supervisory Body.

The procedures adopted adopt the principles of the Code of Ethics with the aim of guiding the management of the Group in accordance with the values and operating principles defined in the Charter of Values.

Risk factors and critical issues were identified and weighed through risk assessment of the Group’s business areas and infrastructure processes. The specific risks inherent in the 231 issues are defined by the Supervisory Body in an annual audit plan that takes into account risk assessments, the coverage of new processes, regulatory developments and the scope of activities of the Group’s companies.

The model provides for a permanent activity of verification of legal compliance, the drafting of Audit Reports on the effective implementation of the protocols in the Group companies within the scope 231, the provision of assistance in relation to the drafting of return plans in response to the recommendations expressed in the reports, a specific follow-up activity aimed at verifying the implementation of return plans and the effective overcoming of the highlighted critical issues.

The model provides for an information and training activity that targets those involved in sensitive processes in order to raise awareness of prohibited and mandatory behaviours, create awareness of related ethical behaviours as well as to promote a Group culture in the management of corporate risks.

An integral part of the model is the Supervisory Body’s six-monthly review of information flows regarding risk assets.

Every three years, a risk analysis document is drawn up for the entire Group, together with an audit plan, the latest of which, was drawn up in 2024 and approved at the Board of Directors’ meeting of 18 December 2024, covers the 2025-2027 timeframe.

The organisation, management and control model pursuant to Italian Legislative Decree 231/2001 has also been adopted by strategically important subsidiaries.

The Board of Directors also established the Supervisory Body, approving the relevant regulations.

This body, renewed on 10 May 2023 and whose composition was updated by the Board of Directors on 13 November 2024, with effect from 1 December 2024, is today composed, in line with the provisions of Recommendation 33 letter e), of an external member with the role of Chairman, the Central Legal and Corporate Director of Hera Spa, and the Internal Auditing Director of Hera Spa, has in particular the task of reporting periodically to the Parent Company’s corporate bodies on the implementation of the organizational model pursuant to Legislative Decree no. 231/2001 and will remain in office until the date of the Shareholders Meeting to approve the financial statements at 31 December 2025.

The Supervisory Board met in 2025 seven times; all meetings were attended by all the members. The meetings of the Supervisory Board lasted an average of one hour.

During the meetings, held in the financial year 2025, and regularly recorded, the following were carried out:

• the approval and updating of the 231 protocols that constitute the organisational model;
• the update on the reports received;
• presentation and approval of the results of the audits carried out;
• the analysis of the information flows for the second half of 2024 and the first half of 2025, and the approval of the half-yearly reports of the Supervisory Board;
• implementation of training initiatives relating to Italian Legislative Decree 231/2001 and ISO 37001 certification;
• the appropriation for the Supervisory Body;
• the approval of the 2026 audit plan;
• regulatory updates;
• the disclosure on HERAcquaModena Srl;
• the calendar of meetings of the Supervisory Board for the year 2026.

The Supervisory Board avails itself of the constant operational support of the Internal Auditing Department of Hera Spa.
To carry out the verification and control activities, a plan of interventions has been prepared by the Supervisory Body to verify compliance with the adopted protocols.
As regards the current financial year, a meeting of the Supervisory Board was held on 25 March 2026, attended by all the members. At that date, six further meetings of the Body have already been scheduled for the remainder of the year.

For more information on the company’s strategy and approach, processes and procedures, as well as its conduct performance, see the “Governance disclosures” chapter of the sustainability statement.

ISO 37001 Corruption prevention model | Anti-bribery and corruption model

During 2019, Hera Spa obtained ISO 37001 certification for the prevention of corruption, the validity of which was confirmed by the Certification Body following the July 2025 renewal. Consequently, the Hera Group has adopted an anti-bribery management system integrated into its organisation, management and control model pursuant to Italian Legislative Decree 231/01, which is based on the principles and values set out in the Code of Ethics and the Quality and Sustainability Policy. In this regard, a model for the prevention of corruption has been prepared, which provides, to oversee the anti-bribery management system, the establishment of the Compliance Function for the prevention of corruption, coinciding with the Supervisory Body.

The main responsibilities/functions of the Compliance Function for the prevention of corruption are:

1. to oversee the design and implementation of the anti-bribery management system;
2. to provide advice and guidance to staff (meaning employees at all levels and those entrusted with collaborative assignments, including internships and traineeships) on the anti-bribery management system and corruption issues;
3. to ensure that the anti-bribery management system complies with the requirements of UNI ISO 37001;
4. to report on the functioning of the anti-bribery management system to the Board of Directors and to the top management in the appropriate manner.

The top management of the Hera Group is personally committed to respecting the model for the prevention of corruption, including through the carrying out of awareness-raising and dissemination of the principles of the rules aimed at preventing corrupt acts at its facilities.

The corruption prevention model covers all of the people who work for the Hera Group. During 2023, the model was also integrated with fraud prevention issues.

The Hera Group, with the approval, in December 2021, of the revision of the management and control organization model for the purposes of Legislative Decree no. 231/2001, renewed its commitment to fight corruption and any crime relevant to 231 and to prevent situations of risk of committing crimes.

A system of reporting the crime, illicit or alleged violation of Model 231 or the Model for the prevention of corruption, so-called whistleblowing, is operational through a portal (segnalazioni.gruppohera.it) or paper, or verbal, reporting that allows anonymous reporting, in compliance with the provisions of privacy legislation and current legislation. Also during 2023, in compliance with Legislative Decree no. 24/2023, the protocol on whistleblowing was updated, introducing all the adjustments provided for by the decree. In addition, in 2024, the protocol governing the flow of information to the Supervisory Board was approved.

Controversies related to diversity, opportunity or wages working condition

As at 26 March 2025 Gruppo Hera was not involved in controversies related to diversity, opportunity or wages working condition.

Page update 29 April 2026