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Corporate governance

A2A adopted the two – tier system, a newly model in the domestic market. The main characteristic of this model is a clear distinction of roles and responsibilities between shareholders, Supervisory Board and Management Board. The tables below report in detail, taking into account the renewal of the boards which took place in May/June 2012:

Governance

Governance 2

SUPERVISORY BOARD
Position MembersIndependent(1) Internal Control
Committee
Appointment
Committee
Remuneration
Committee
Community
Committee
ChairmanPippo Ranci Ortigosa  
Deputy Chairman Fausto Di Mezza
 
DirectorMarco Baga   
DirectorAlessandro Berdini   
DirectorMarina Brogi   
DirectorMichaela Castelli   
DirectorMario Cocchi   
DirectorMarco Manzoli   
DirectorEnrico Giorgio Mattinzoli   
DirectorMarco Miccinesi   
DirectorAndrea Mina   
DirectorStefano Pareglio   
DirectorMassimo Perona   
DirectorNorberto Rosini   
DirectorAngelo Teodoro Zanotti   
(1) As per “Corporate Governance Code” by Borsa Italiana.

Supervisory Board Committees

Remuneration Committee

  • assists the Supervisory Board:
    - in the definition of the compensation of the Management Board and the Supervisory Board members invested with special offices
    - in giving advice about incentivation and loyalty schemes of the Management Board members, managers of the Group, employees and groups of employees

Internal Control Committee

  • Its roles are set by the legislative framework, the Code of Conduct of the listed companies, the company By-Laws as well as company regulations and/or Supervisory Board deliberations

  • provides assistance in the internal control system evaluation, with particular regard to the control of risk , the information and accounting system and the Internal Audit. In particular the Committee supports the Supervisory Board in the control and auditing activities set by the legislative framework and by the company by-Laws

  • assists the Supervisory Board in the approval of the Annual Report, the Consolidated Financial statement, the half-yearly financial report and every interim report transmitted by the Management Board

Community Committee

  • assists the Supervisory Board in the definition of the guidelines for cultural and charitable activities, in promoting the image of the company and the Group

  • evaluates the impact of A2A’s business on the communities in which it operates and makes proposals concerning corporate social and environmental responsibility

Appointments Committee

  • assists the Supervisory Boards in the appointment of the managing and control bodies, as written in the company by-Laws

MANAGEMENT BOARD
Position Members
Executive
Non-Executive
Independent(1)
ChairmanGraziano Tarantini  
Deputy ChairmanFrancesco Silva 
M. Director - Corporate
and Market
Renato Ravanelli  
M. Director - Technical
Operations
Paolo Rossetti  
DirectorGiambattista Brivio 
DirectorStefano Cao 
DirectorBruno Caparini 
DirectorMaria Elena Cappello 
(1) As per “Corporate Governance Code” by Borsa Italiana.

2011 Remuneration of the Supervisory Board
During 2011, the remuneration of the Supervisory Board members totalled 2,154,400 euros, of which 1,310,000 came from emoluments for the position and 844,400 from other remuneration.
On the proposal of the Remuneration Committee, the newly appointed Supervisory Board took decisions regarding the board’s compensation.
Total compensation is reduced overall by 30% and the compensation payable to the Chairman and Deputy Chairman has been reduced by over 50%.

2011 Remuneration of the Management Board
During 2011 the remuneration of the Management Board members totalled 2,204,255 euros, of which 1,480,000 came from emoluments for the position, 724,255 from other remuneration.
On the proposal of the Remuneration Committee, the newly appointed Supervisory Board took decisions regarding the Management Board’s compensation. The annual overall compensation of the Board was reduced by 34% with respect to 2011. The Supervisory Board resolved that all remunerations be fixed, with the exception of the Management Board’s Chairman fee, which will also include a variable component, mainly related to long-term goals based on the industrial plan.

Manager in charge of drafting the company accounting documents
Pursuant to article 41 of the company’s by-laws and upon the advice of the Supervisory Board, the Management Board appoints and revokes the Manager in charge of drafting the company accounting documents - in accordance with article 154-bis of the Legislative Decree 58/1998, and sets his remuneration. Apart from meeting the requirements of honesty prescribed in current regulations, this Manager must possess professional ability characterised by specific administrative and accounting skills (verified by the Management Board), acquired through work experience at an appropriate level of responsibility for a suitable period of time.
On September 17, 2009 Mr Stefano Micheli, the Group Administrative Director, has been appointed as Manager in charge of drafting the company accounting documents.

External auditors
Auditing activities for the separate and consolidated financial statements of A2A S.p.A. are currently carried out by PricewaterhouseCoopers S.p.A., whose appointment was made on 26 April 2007 and will expire on the date of the meeting called to deliberate the allocation of the profits for the year 2015.

Please note that personal holdings and dealings (over a certain amount) of A2A shares by Directors and Key Managers are made public (website and Annual Report) by law.

Tools of Corporate Governance

CODE OF ETHICS

Adopted by deliberation of the A2A Management Board on February 16, 2009.

MISSION 

The Group aims to perform at a level that leads to the full satisfaction of those it interacts with, defining all the initiatives taking into account sustainable development in order to excel in the energy, environmental services, district heating and network services (water cycle, electricity, gas) sectors, aligning itself with the dynamic of increasing competitiveness and complexity at both domestic and international level.

CONTENTS

Principles on which all corporate activity should be based: correctness, transparency, diligence, honesty, mutual respect, loyalty and good faith
Rules of conduct that the company must maintain with respect to its stakeholders
Liability that the Group acknowledges, respects and accepts as a value and binding imperative, to ensure an efficient, reliable and correct working method characterized by compliance with the relevant regulations and the ethical principles considered appropriate.

A2A VALUES

  • Excellence in results

  • Responsibility

  • Team spirit

  • Innovation

  • Sustainability

Organizational, management and control Model 231

Legislative decree 231/2001 defines the regulations on “organizations’ liability for administrative offences depending on the crime”.
A2A wishes to affirm and promote a corporate culture characterized by:

  • lawfulness, as no unlawful conduct, whether it is carried out in the company’s interests or to its advantage, may be considered in line with the policy adopted by the company;

  • control, which must govern all the decision-making and operational stages of corporate activity, with full awareness of the risks arising from any commission of crimes. These aims are achieved through a coherent system of principles, organizational, managerial and control procedures and provisions, which form the basis for the model the company has prepared and adopted.

In 2010, following the adoption of the Parent Company’s new organizational, management and control Model, training activity was provided for A2A personnel, directed in particular at management, which is more exposed to the risks identified in the Special Parts of the Model in relation to the importance of the roles of representation and the powers granted.
In 2011, training activity was extended also to the remaining personnel, in order to circulate the contents and values of the Model in the whole company.

Model objectives:

  • raise awareness among those who collaborate with the company, in their various capacities, on the adoption of correct and transparent conduct so as to prevent the risk of committing the offences encompassed by the Decree;

  • establish an awareness that, if the provisions issued by the company are infringed, there may be disciplinary and/or contractual consequences as well as criminal and administrative penalties;

  • introduce and reinforce, through a monitoring system, controls that allow A2A to prevent offences by parties that would involve the administrative liability of the Company;

  • improve efficiency and transparency in the management of corporate activities;

  • make the potential offender fully aware of the fact that committing a crime is strongly condemned and contrary not only to the provisions of the law but also the ethical principles the company intends to follow, as well as the interests of the Company, even when it could seemingly be to its advantage.