The Board of Directors of Hera S.p.A.
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.
Composition of the Board of Directors in office until April 29, 2026
The table shows the composition of Hera's Board of Directors, appointed at the Shareholders' Meeting of 27 April 2023 and in office until the approval of the financial statements as at 31 December 2025.
BOARD OF DIRECTORS
| NAME | ROLE | EXPERTISE | M/F | NATIONALITY | N. OF SHARES OWNED* |
|---|---|---|---|---|---|
| Executive Chairman | Industry | m | IT | 20,000 | |
| Orazio Iacono | CEO - executive | Industry and ESG | m | IT | 56,784 |
| Tommaso Rotella* | Vice chairman - independent non executive | Finance and Crisis & Risk mgmt | m | IT | - |
| Fabio Bacchilega | Director - independent non executive | Industry and Finance | m | IT | - |
|
Director - non independent, non executive |
Industry | m | IT | - | |
| Enrico Di Stasi* |
Director - non independent non executive |
Industry | m | IT | - |
|
Director - independent non executive |
Industry, Crisis & Risk mgmt and ESG | f | IT | - | |
| Alessandro Melcarne | Director - independent non executive | Finance and ESG | m | IT | - |
|
Director - independent non executive |
Industry and Finance | f | IT | - | |
| Monica Mondardini | Director - independent non executive | Finance and Crisis & Risk mgmt | f | IT | - |
| Director - independent non executive | Industry, Crisis & Risk mgmt, finance and ESG | f | IT | - | |
| Director - independent non executive | Industry, Crisis & Risk mgmt, finance and ESG | m | IT | - | |
| Paola Gina Maria Schwizer** | Director - independent non executive | Crisis & Risk mgmt, finance and ESG | f | IT | - |
| Bruno Tani | Director - independent non executive | Industry | m | IT | 200,000 |
| Alice Vatta | Director - independent non executive | Industry, Finance, ESG and ICT | f | IT | - |
* Appointed by AMG of April 30, 2024; in force until the approval of the financial statements for the 2025 financial year.
** Holds also the position of Lead Independent Director (LID)
Of the current 15 directors, three are between 30 and 50 years old, six are between 51 and 60 years old and six are over 60 years old, for an average age of 60.
The directors have proven professionalism in the industry sector, in financial, economic, legal matters and in the field of sustainability, social and environmental issues, as well as ICT.
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:
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differences in gender, culture and origin are now universally recognized as a value and must therefore be managed in the best possible way;
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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 2025 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 29 April 2026