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Corporate Governance

Corporate governance bodies

The Company has adopted the dual system of management and control pursuant to articles 2409-octies and following of the Italian civil code. The chart below sets out its main corporate bodies.

Corporate bodies

The Supervisory Board currently has 14 members, all of whom hold the independence requirements listed in criterion 3.C.1 of the Corporate Governance Code (the “Code”) approved in March 2006 and amended in March 2010 by the Corporate Governance Committee promoted by Borsa Italiana S.p.A..

  • The Corporate Governance Code may be found on the Borsa Italiana website (www.borsaitaliana.it).
  • The Corporate Governance Report may be found on the Group’s website  (www.a2a.eu) in the Governance section.

 

COMPOSITION OF THE SUPERVISORY BOARD WITH AN INDICATION OF MEMBERSHIP OF OTHER CORPORATE BODIES
Position Members Independent Internal Control Committee Appointments Committee Compensation Committee Donations Committee
Chairman Graziano Tarantini X X (C) X (C)    
Deputy chairman Rosario Bifulco X X (D) X (D)    
Director Alberto Cavalli X       X (D)
Director Adriano Bandera X       X (C)
Director Bruno Caparini X       X
Director Gianni Castelli X     X (C)  
Director Enrico Mattinzoli X   X    
Director Stefano Grassani X       X
Director Franco Tamburini X     X (D)  
Director Marco Miccinesi X X      
Director Norberto Rosini X X      
Director Giorgio Sommariva (*) X   X    
Director Antonio Taormina X        
Director Massimo Perona X     X  
Director Giambattista Brivio X     X  
(*) in office since January 15, 2012 (P) Chairman (V) Deputy Chairman

The Management Board has eight members. Six of these are non-executive (within the meaning of criterion 2.C.1 of the Corporate Governance Code) and three are independent (within the meaning of criterion 3.C.1 of the Code).

COMPOSITION OF THE MANAGEMENT BOARD
Position Members Executive Non-executive Independent
Chairman Giuseppe Sala  
X  
Deputy chairman Vittorio Cinquini  
X X
Director Franco Baiguera  
X  
Director Mario Cocchi  
X X
Director Francesco Randazzo  
X  
Director Renato Ravanelli X  
 
Director Paolo Rossetti X  
 
Director Carlo Secchi  
X X

Following the death of Giuliano Zuccoli, at its meeting on February 17, 2012 the Supervisory Board appointed the director Giuseppe Sala as Chairman of the Management Board and Carlo Secchi as a director. Thus integrated, the Management Board will remain in office until the first meeting of the Supervisory Board following its reappointment planned to take place at the shareholders’ meeting of May 29, 2012.

The compensation of the members of the Supervisory Board is approved by the Shareholders’ Meeting, while that of the members of the Management Board as members of such and the members of the Supervisory Board having specific duties, functions or powers is approved by the Supervisory Board. With reference to 2011, with the exception of the Chairman the compensation of the members of the Management Board was not linked to the Company’s economic performance. No share-based incentive plans are specified in favour of these persons.

  • Reference should be made to the 2011 Report on Remuneration published on the website www.a2a.eu for further details about the compensation received by the members of the Supervisory Board and the Management Board and the General Managers during the year ended December 31, 2011.
AGES OF THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS AT DECEMBER 31, 2011
Age bands Management Board Supervisory Board
Under 30 0 0
Between 31 and 40 0 0
Between 41 and 50 2 2
Over 50 6 12

The Management Board has as its responsibility the review and preventive approval of the transactions of a company in which an empowered director of the Management Board or a General Manager of A2A is the holder of an interest on his own behalf or on the behalf of third parties, in accordance with criteria 1.C.1 f) and 9.C.2 of the Corporate Governance Code. The same provisions hold for subsidiaries.

The Management Board has conducted a self-assessment of the composition and functioning of the board, concluding that the curriculum of each of the Management Board’s members was sufficient for confirming the multi-disciplinary nature of the professional skills required to belong to the board and contribute to its work. The Management Board gave emphasis to:

  1. the consolidated experience of certain directors in managing AEM S.p.A. and ASM Brescia S.p.A. (both now merged into A2A);

  2. the specific skills in technical-engineering, economic, financial and legal matters possessed by the Management Board as a whole, as a result of the careers followed by each of its members and their professional experience.

The Management Board additionally checked that the board had been working efficiently as a whole throughout 2011, including as to whether suitable information had been provided before and during board meetings and whether there had been a profitable board discussion in regard to the matters included on the agenda from time to time.

Supervisory Body

On November 10, 2011, the Management Body approved the appointment of a new collegiate Supervisory Body, consisting of the head of the Human Resources Department, the head of Internal Audit and an external professional. The Supervisory Body has autonomous initiative and control powers and the independent exercising of those powers is assured by the fact that the members of the body are not subject to any restrictions of a hierarchical nature, reporting directly to top operational management represented by the Management Board, and by the presence of one external member as Chairman of the Body.
In all Group companies today having an Organisational, management and control model pursuant to Legislative Decree no. 231/01, a Supervisory Body has been established that performs its work in conjunction with the parent company’s Supervisory Body.
The duties of the Supervisory Body are to ensure by supervision that the Organisational, management and control model established pursuant to Legislative Decree no. 231/01 (see also the following paragraph) is working and is effective and that it is being complied with, to be responsible for updating this model and to perform all the other activities and functions envisaged by the model, including reporting on a periodic basis to the corporate bodies on its implementation.

Risk management

The nucleus of the A2A Group’s Risk Management consists of the Energy Risk Management Structure, accompanied from 2012 by an Enterprise Risk Management structure. The Group deploys a business risk assessment and reporting process that makes business risk management an integral and systematic part of management processes. The Group’s methodology is based on a risk model consistent with the mission, business and risk profile of A2A and the identification and definition of specific controls and suitable mitigating action. The guidelines for risk management are inspired by international best practice.

BUSINESS RISK ASSESSMENT AND REPORTING PROCESS
The process consists of the following “logical steps”

BUSINESS RISK ASSESSMENT AND REPORTING PROCESS

More specifically, the A2A risk model identifies the environmental risk as the risk profile typical of its business and subject to management’s periodic assessment, specific controls and attention.
Testing for risks in the environmental management system set up by A2A is an activity aimed at identifying the measures needed to prevent the environmental and financial risks associated with failure to comply with laws and regulations or the failure of local communities to provide their consent, claims for compensation and the impairment of assets. In addition, to cover any residual risk A2A has taken out insurance cover against any damage that may arise from accidental and gradual pollution linked to the ownership and/or management of its plants. Coverage also extends to damages relating to protected natural species and habitats and the costs of restoring the area inside and outside the factories. Regarding the Group’s overall risk map, the following table provides a summary of the main risk families assessed.

CONTEXT RISKS
Type of risk Description
Legislative and regulatory risk A potential source of significant risk are the constant (and not always predictable) changes in the legislative and regulatory situation in the electricity and natural gas sector.
PROCESS RISKS
Type of risk Description
Operations – Production efficiency/business interruption The main operating risk to which the Group is exposed is connected with the ownership and management of electricity power stations, cogeneration plants,  distribution networks and plants in general.  These plants are naturally exposed to the risk of events which may cause significant damage to the assets themselves and, in the more serious cases,  jeopardise production capacity. These risks are controlled through operational activities (maintenance, spare parts, etc) and insurance policies.
Customer satisfaction Customer satisfaction is especially important for A2A in the light of the organisational and economic efforts that the Group makes to ensure top service levels, which find confirmation in the official findings of the Energy Authority.
Health and safety Represents one of the most important risks and one of those having the greatest effect on public opinion. For A2A health and safety are fundamental and the Group adopts a prevention and protection policy aiming at “zero risk” by promoting constant improvement and a safety culture without limiting itself to mere compliance.
Information technology infrastructure This type of risk refers to the features of the software and hardware infrastructures supporting business activities.
Internal skills Checking the alignment of personnel skill training and growth processes with the Group’s  development strategies, as well as the adequacy of the resource management policies considered “critical”.  
Environmental risk A2A  is locally active through the Environment Sector and has adopted a suitable Group Quality, Environment and Safety policy as well as making a strong commitment to the subject of energy sustainability in general.
Commodity risk, including currency risk Risk linked to energy product price volatility (gas, electricity, fuel oil, coal, etc.) and environmental certificates (ETS, EUAs, green certificates, white certificates).
Interest rate risk Risk of incurring additional financial costs from an adverse change in interest rates.
Liquidity risk The possibility of being unable to meet obligations, of being unable to dispose of assets or obtain adequate funding (funding liquidity risk) or of being incapable of easily terminating contracts or counterbalancing specific exposures without a significant drop in market prices due to insufficient market liquidity (market liquidity risk).
Credit risk The risk of a loss due to the possibility that a counterparty does not settle its contractual obligations by the means and within the time established.
Default and covenant risk This risk relates to the possibility that loan agreements or bond regulations may contain provisions that enable the counterparty to require the borrower to repay the amount lent immediately on the occurrence of specific events.
STRATEGIC RISKS
Type of risk Description
Environmental risks – Emission Trading Scheme Risk The issue of environmental obligations is characterised by its high complexity and transversality and regards in particular the financial and market aspects, also in the light of possible developments on the subject and management strategies which could be the source of competitive advantages/disadvantages for the Group. Also analysed are possible scenarios relating to changes in sector legislation.
Assessing investments and monitoring that they are implemented The set of risks falling under this category ranges from investments of a “technical” nature (e.g. new production sites), which require large amounts of capital, to investments in strategic shareholdings. Particular focus in this category is given to the risks, very closely connected with the Group’s activities, connected with an inefficient realisation of the investments approved and/or an inadequate monitoring of the progress being made, which can jeopardise expected returns.

The main issues concerning the risks connected with the Emission Trading Scheme (ETS) are as follows:

  •  Legislative Uncertainty/Regulatory Risk: at an international level, the legislation arising from the Kyoto Protocol expires in 2012. On the other hand with Directive 2009/29/EC the European Union has decided that it will keep the ETS in force until 2020, envisaging a greater degree of centralisation, coordination and harmonisation of the rules applied by the various Member States;

  •  Market Risk: the allowances for CO2 emissions, valid for the ETS EUAs (European Unit Allowances), are listed on organised stock exchanges (eg. ECX, Bluenext) and like all other commodities have prices which vary from one day to the next. An operator who has to buy or sell EUAs therefore has to assess the trends in the price of the product and the related opportunities;

  •  Delivery Risk/Counterparty Risk: Delivery and Counterparty Risk refer to any failure to physically deliver previously purchased CO2 allowances due to problems of a technical nature (for example, the failure of the computer registers of the Member States or the EU to work properly) or the default of the counterparty.

M&A and Sustainability

The complex process that leads to the conclusion of an extraordinary financial operation can also be highly influenced by considerations connected with sustainability. A strategic assessment of the set of possible targets for acquisition/disposal is in fact based on an analysis of the consistency of the features of these with the Group’s overall development strategy; this, as is known, aims at reconciling profitability objectives and shareholder satisfaction with maintaining local relationships, the development of renewable sources and respect for the environment.
In particular, these assessments stem from available public information, for example that obtained from business websites, search engines and the media. The use of third party information sources is also useful for appreciating the consideration given to the target by the reference market and the existence of any critical matters to be examined more closely later, together with detailed matters.
The subsequent phase of going into detail and performing a due diligence - which, through the collaboration of the counterparty has its objective the identification of any critical matters and/or liabilities connected with the operation - involves several of the Group’s departments and companies, depending on their specific skills. During this phase the effects of the inclusion or exclusion of the target in the Group’s perimeter are also studied. For example an assessment is made of the areas capable of creating value, the compatibility of the target’s organisational structure, the impact on the production mix and/or supply mix and, if relevant, carbon risk.
In addition to matters of an economic and management nature and the social implications and any local repercussions, in assessing a possible operation emphasis must necessarily be placed on compliance with relevant legislation. In this ambit, as well as the documentation relating to corporate, accounting, fiscal, Legislative Decree no. 231/01 and intellectual property aspects, environmental and safety matters are analysed in detail. In the case of operations of a significant value, the results of the analyses are brought to the attention of the corporate bodies which establish the powers and guidelines which must be adhered to in taking negotiations to a conclusion.