Board of Directors

The current Board of Directors was appointed by the Annual General Meeting on 18 April 2023 and will remain in office until the approval of the 2025 Financial Statements. Barbara Marinali was confirmed as Chairperson of the Board of Directors.
The Board of Directors' meeting held on 3 May 2023 appointed Fabrizio Palermo as the Company’s Chief Executive Officer and General Manager. 

The Board of Directors is elected by the Annual General Meeting using the vote by slate system. The method adopted to select the directors is able to guarantee gender representation, the appointment of a sufficient number of directors representing minority groups and a number of independent directors that complies with legal requirements. 
The extraordinary session of the AGM held on 18 April 2023 amended Article 15 of the Articles of Association, with a view to expanding the Board’s composition, providing for no less than 7 and no more than 13 members, so as to enhance the articulation of offices and roles within the management body, also taking into account the need to ensure an efficient performance of administrative duties, management supervision and balanced composition of internal board committees.
The AGM held on 18 April 2023 determined at thirteen the number of Board Directors, who will remain in office for three financial years and, therefore, until the approval of the FY2025 financial statements.
At the present time, the Board is made up of thirteen members.

Barbara Marinali
Chairperson
Fabrizio Palermo
Chief Executive Officer and General Manager
Antonella Rosa Bianchessi
Independent non-executive director
Alessandro Caltagirone
Independent non-executive director
Massimiliano Capece Minutolo Del Sasso
Independent non-executive director
Antonino Cusimano
Independent non-executive director
Elisabetta Maggini
Independent non-executive director
Luisa Melara
Independent non-executive director
Angelo Piazza
Independent non-executive director
Alessandro Picardi
Independent non-executive director
Yves Rannou
Non-executive director
Patrizia Rutigliano
Non-executive director
Nathalie Tocci
Independent non-executive director

The role and powers of the Board of Directors

The responsibilities of the Board of Directors particularly comprise:

  • the definition of strategic and management guidelines and formulation of the company’s growth channels;
  • the economic-financial coordination of the Group’s activities via approval of the long-term strategic plans, including the financial plan, investments and annual budgets;
  • the definition of Internal Control System and Risk Management guidelines, with a view to ensuring that the main risks pertaining to Acea and its subsidiaries – including the various risks that are potentially important from a medium/long-term sustainability perspective – are correctly identified, as well as adequately measured, managed and monitored;
  • definition of the nature and level of risk in keeping with the strategic objectives identified by the company, including in its evaluations all factors that are potentially important with a view to the company’s sustainable success; 
  • the setting up of Committees as envisaged by the Corporate Governance Code and appointing of their members;
  • adopting of the Organisation, management and control models pursuant to Italian Legislative Decree no. 231/01 and appointment of the Supervisory Committee;
  • the approval of all transactions of an extraordinary nature, as well as the acquisition and sale of shareholdings;
  • upon a proposal by the relevant committee and having heard the Board of Statutory Auditors, the fixing of remuneration for the Chairperson, the Chief Executive Officer and other Directors with specific duties, as well as the fees payable to the members of internal Board Committees;
  • assessment of the adequacy of organisational, administrative and accounting structures as regards both Acea and its strategically important subsidiaries;
  • the establishment of an ongoing dialogue with shareholders, based on a mutual understanding of respective roles;
  • a periodic self-assessment as regards the working of the Board and its committees, as well as the dimension and composition of the same;
  • an assessment, to be performed at least on an annual basis, regarding the independence of its non-executive members; 
  • the establishment of safeguards to protect the handling of personal information and sensitive data pertaining to third parties;
  • adoption of the procedures required to protect workers' health and the appointment of workplace safety supervisors.

Highlights

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