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Corporate Governance

Business conduct policies and corporate culture at A2A

Key guidelines to define, manage and promote the principles of conduct and business culture are outlined in the Code of Ethics and the Group’s policies

Policies are primary elements of our corporate governance, ensuring transparency and consistency, and enabling positive dialogue with all stakeholders. The policies are published on both the website and the company intranet and their effective implementation is supported by appropriate training programmes.

  • Corporate Structure
  • Remuneration

Corporate Structure

Our governance system comprises a Board of Directors and a Board of Statutory Auditors, both of which are appointed by the Shareholders' Meeting

The BoD is responsible for the day-to-day and strategic management of the company, while the Board of Statutory Auditors performs supervisory functions. Furthermore, the current BoD has resolved to establish four committees within its structure. When forming these committees, the BoD took into account the independence requirements and professional qualifications of the directors, ensuring that each committee comprises members whose expertise and professionalism are appropriate for their assigned responsibilities.

Main KPIs

42%

Directors of the least represented gender

67%

Independent Directors

pursuant to the Corporate Governance Code

99%

Percentage of attendance at Board of Directors meetings

Distribution of Councillors by gender

Distribution of Members in the BoD

pursuant to the Corporate Governance Code

Attendance at BoD meetings

Remuneration

Our Remuneration Policy supports the achievement of the goals set out in the 2024–2035 Strategic Plan

The Remuneration Policy promotes the alignment of management’s interests with the primary objective of creating sustainable value for shareholders over the medium to long term by maintaining an appropriate balance of performance parameters in short- and long-term incentive systems.

In line with the guidelines of the Strategic Plan, the short-term incentive plan for the CEO/General Manager includes project-related KPIs for 2025 that are linked to the pillars of the Circular Economy and the Energy Transition, as well as their respective strategic drivers.

Pay mix General Manager — Chief Executive Officer 2025

Main KPIs

Below are the pay ratios between the remuneration of the CEO and General Manager and the average remuneration of employees, calculated with reference to both fixed remuneration and total remuneration

17.90

Ratio between the fixed remuneration of the CEO/GM and the average fixed remuneration of employees

20.69

Ratio between the total remuneration of the CEO/GM and the average total remuneration of employees

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