2024
Report on Corporate Governance and Owership Structure for the Financial year ending on December 31
2024
Report on
Corporate Governance and Ownership Structure
for the financial year ending on December 31
this report is available in website gruppoa2a.it
Table of Contents
Introduction
1
A2A Profile
-
1.1 Sustainability Strategy and Performance
-
1.2 Governance Model and Key Features of the Board of Directors
2
Information on the ownership structure pursuant to Art. 123-bis, paragraph 1 of Legislative Decree no. 58 of February 24, 1998
(the "Consolidated Finance Law" or the "TUF")
-
a) Share Capital Structure
5
7 8
12
-
b) Restrictions on the Transfer of Securities 13
c) Significant Equity Investments 15
d) Securities Granting Special Rights 15 e) Employee Shareholdings:
Mechanism to Exercise Voting Rights 17
f) Restrictions on Voting Rights 17
g) Shareholder Agreements 19
h) Change of control Clauses 19
i) Statutory Provisions on Takeover Bids 20
-
j) Powers to Increase the Share Capital and
Authorise the Purchase of Treasury Shares 20
-
k) Management and Coordination Activities 21
3
Compliance
4
Board of Directors
22
-
4.1 Role of the Board of Directors
-
4.2 Appointment and Replacement
-
4.3 Composition
-
4.4 Operation
-
4.5 Role of the Chair
-
4.6 Executive Directors
-
4.7 Independent Directors and Lead Independent Director
5
Committees within the Board of Directors
24
25
28
35
37
38 49
6
Remuneration and Appointments Committee
52
7
Self-Assessment and Succession of Directors
54
56
8
Remuneration of Directors
15
Shareholders' Meetings
60
84
9
Control and Risks Committee
16
Internal-control and risk-management systems
62
86
10
ESG and
Local Relations Committee
17
Management of Corporate Information
66
98
11
Related Parties Committee
12
Directors' Interests
70
13
Board of Statutory Auditors
72
-
13.1 Appointment
-
13.2 Composition and Operation of the Board of Statutory Auditors (Article 123-bis, paragraph 2 letter d), TUF)
18
Considerations regarding the December 17, 2024 Letter from the Chair of the Corporate Governance Committee
100
74
Summary of the Principles and Recommendations of the Corporate Governance Code - January 2020 and Corporate Governance Report of A2A S.p.A.
75
102
14
Annexes
Premessa
Introduction
1
Introduction
A2A S.p.A. (hereinafter, also "A2A"" or the "Company") adhered to the Corporate Governance Code approved by the Corporate Governance Committee promoted by Borsa Italiana S.p.A. (hereinafter, also "Borsa Italiana") in March 2006.
At its meeting of 17 December 2020, the Board of Directors resolved to adopt the new Corporate Governance Code effective for all intents and purposes on 1 January 2020 (hereinafter also the "Code" or the "CG Code"), available on the Corporate Governance Committee's website at www.borsaitaliana.it/ committee-corporate-governance/codice/2020.pdf, applying it as of 1 January 2021. The market is to be made aware of the introduction of the new Code by the Corporate Governance Report to be published in 2022.
***
This Report - the text of which is filed at the Company's registered office in Brescia, on via Lamarmora 230, also available in the Governance section of the website www.gruppoa2a.it and at the authorised storage mechanism 1Info atwww.1info.it- contains information on the ownership structure and an illustration of the A2A corporate governance. In order to provide the clearest and most complete information possible on the A2A corporate governance system, this Report (hereinafter, also the "Report") has been prepared taking into account the model prepared by Borsa Italiana for the corporate governance and ownership structure report (Edition 10 - December 2024).
The information provided relates, unless otherwise indicated, to March 20, 2025, the date of its finalization by the Company.
Introduction
Report on Corporate Governance and Ownership Structure A2A
A2A Profile 2 Information on the ownership structure pursuant to Art. 123-bis, paragraph 1 of Legislative Decree no. 58 of February 24, 1998 (the "Consolidated Finance Law" or the "TUF")
3 Compliance 4
Board of Directors 5
Committees within the Board of Directors
6 Remuneration and Appointments Committee
7 Self-Assessment and Succession of Directors
8 Remuneration of Directors 9
Control and Risks Committee 10
ESG and Local Relations Committee
11
Related Parties Committee
12 Directors' Interests 13 Board of Statutory Auditors 14
Relations with Shareholders 15 Shareholders' Meetings
16 Internal-control and risk-management systems
17 Management of Corporate Information 18. Considerations regarding the December 17, 2024 Letter from the Chair of the Corporate Governance Committee
Summary of the Principles and Recommendations of the Corporate Governance Code - January 2020 and Corporate Governance Report of A2A S.p.A.
Annexes
1.
A2A Profile
A2A is a Life Company operating in the production, sale and distribution of gas and electricity, district heating, environmental services and integrated water cycle. Its strong presence on the territory is attuned to the continuous evolution of the services, giving rise to a constant path of growth and renewal that requires great flexibility and determination to actively contribute to the sustainable development of Italy and the rest of Europe. The Group is committed to a strategic plan resting on two pillars: energy transition and circular economy, making a concrete contribution to the achievement of 11 Sustainable Development Goals of the UN 2030 Agenda. Protection of the environment and well-being of people and their communities are issues at the heart of the interests and decisions of customers, investors, lenders and institutions. Therefore, it is necessary to have a strong commitment and to constantly monitoring sustainability-related activities, starting from the corporate governance bodies. In the Group's strategy to 2035, roughly 75% of investments (average over the Plan period) are eligible under the EU Taxonomy Regulation.
In defining its purpose as a Life Company, A2A declares its intention to take care of people's quality of life: "We at A2A are a Life Company: we put life at the centre of everything we do, for ourselves and for future generations. Our technology and infrastructure are at the service of people and the preservation of nature, so we work every day to regenerate the potential of every resource. We promote energy from renewable sources and accelerate decarbonization by promoting the electrification of consumption. We build a virtuous water cycle to reuse water without waste. We turn waste into resources so that any waste can become new material, energy and heat. Our vision extends far. We build the future today by acting consciously".
On the basis of the criteria set out in the Code, A2A falls within the definition of "Large company with concentrated ownership".
1.1
Sustainability Strategy and Performance
As a Life Company, A2A aims to create sustainable value shared with all its stakeholders. With this in mind, sustainability underpins the Group's strategy, as it strives to be among those who will lead the change to protect the future of new generations, since the fundamental elements of its identity - energy, water, environment - remain at the heart of the pathway for promoting the ecological transition that the world urgently requires. Since 2016, the definition of the Group's strategy has referred to the 11 SDGs of the 2030 Agenda to define a Sustainability Plan - with actions and targets - that defines the Transition as ecological, equitable and shared: with these guidelines, the Sustainability Plan not only includes environmental objectives, but also defines and expands its scope in the area of valuing people, attention to diversity and involvement of business partners and territories. The commitment to ESG also remains at the heart of the 2024-2035 Strategic Plan, published in November 2024, with concrete initiatives and measurable targets. The direct and indirect emission reduction targets managed by the Group are confirmed, with a target of a 65% reduction in the emission factor by 2035 compared to 2017 (Scope 1 and 2 at 226 gCO2/ kWh by 2030) and Scope 3 emission reduction targets relating to the supply chain (-30% on the supply chain as a whole by 2035 compared to 2023 values). Furthermore, a target was set for Scope 4, with more than 50 million tonnes of CO2 emissions avoided in the 2024-35 period. The Group is developing a Climate Transition Plan and a Biodiversity Protection Action Plan to be completed by 2025, along with programmes for promoting diversity, equity and inclusion in the workplace. While the Parenting Plan with investments of 10 million euro per annum continues, an Extended Employee Stock Option Plan for the benefit of more than 13,000 Group employees will also be proposed at the next Shareholders' Meeting. The three-year Extended Employee Stock Option Plan aims to promote engagement and a sense of belonging to the Company, in addition to fostering financial training for employees, and includes the assignment of an initial no-expense share package, and the possibility of purchasing additional shares under favourable conditions. The management and objectives defined for all sustainability aspects are reported, on the basis of the double materiality analysis, in the 2024 Consolidated Sustainability Report, published in accordance with Legislative Decree no. 125/24 in the 2024 Report on Operations, approved by the Board of Directors on March 20, 2025 and available on the Company's website.
Report on Corporate Governance and Ownership Structure A2A
Introduction
1
A2A Profile
2 Information on the ownership structure pursuant to Art. 123-bis, paragraph 1 of Legislative Decree no. 58 of February 24, 1998 (the "Consolidated Finance Law" or the "TUF")
3 Compliance 4
Board of Directors 5
Committees within the Board of Directors
6 Remuneration and Appointments Committee
7 Self-Assessment and Succession of Directors
8 Remuneration of Directors 9
Control and Risks Committee 10
ESG and Local Relations Committee
11
Related Parties Committee
12 Directors' Interests 13 Board of Statutory Auditors 14
Relations with Shareholders 15 Shareholders' Meetings
16 Internal-control and risk-management systems
17 Management of Corporate Information 18. Considerations regarding the December 17, 2024 Letter from the Chair of the Corporate Governance Committee
Summary of the Principles and Recommendations of the Corporate Governance Code - January 2020 and Corporate Governance Report of A2A S.p.A.
Annexes
1.2
Governance Model and Key Features of the Board of Directors
The administration and control model adopted by the Company is the Italian model so-called "traditional". The following is a graphical representation of the Company's governance structure as of December 31, 2024 and the composition of the Board of Directors in office as of the date of this document, as well as its main structural characteristics:
BOARD
OF DIRECTORS
INDEPENDENT AUDITORS
BOARD OF STATUTORY
AUDITORS
CHAIR
Silvia Muzi
STANDING AUDITORS
Maurizio Dallocchio
Chiara Segala
ALTERNATE AUDITORS
EY S.p.A.
Vieri Chimenti Patrizia Lucia Maria Riva
|
CONTROL |
REMUNERATION |
ESG AND LOCAL |
RELATED |
|
RISKS |
AND |
RELATIONS |
PARTIES |
|
COMMITTEE |
APPOINTMENTS |
COMMITTEE |
COMMITTEE |
|
COMMITTEE |
CHAIR
GENERAL MANAGER
Renato Mazzoncini
OTHER DIRECTORS
Elisabetta Cristiana Bombana
Vincenzo Cariello Maria Elisa D'Amico Susanna Dorigoni Fabio Lavini Mario Motta Elisabetta Pistis
Maria Grazia Speranza Alessandro Zunino
|
Roberto Tasca |
P |
|
|
DEPUTY CHAIR |
||
|
Giovanni Comboni |
||
|
CEO AND GENERAL MANAGER |
||
|
Renato Mazzoncini |
||
|
OTHER DIRECTORS |
||
|
Elisabetta Cristiana Bombana |
||
|
Vincenzo Cariello |
P |
|
|
Maria Elisa D'Amico |
||
|
Susanna Dorigoni |
P |
|
|
Fabio Lavini |
||
|
Mario Motta |
||
|
Elisabetta Pistis |
||
|
Maria Grazia Speranza |
||
|
Alessandro Zunino P |
P = Chair
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