HERA SPA PROFILE
Hera S.p.A. specializes in electricity and gas production and distribution. The group also offers environment services. Income breaks down by activity as follows:
– sale of gas (52.4%): 10.7 billion m3 sold in 2023;
– sale of electricity (29%): 14,512.7 GWh sold;
– waste collection and treatment (10.4%);
– management of integrated water cycle (6.2%): waste-water collection and treatment, drinkable water distribution, etc.;
– other (2%): primarily management of public lighting.

Key Executives
Executive Chairman Cristian Fabbri
Chief Executive Officer Orazio Iacono
Administrative & Finance Director Massimo Vai
Director of Sustainable Development Filippo Maria Bocchi
General Counsel Mila Fabbri
Chief Communication Officer Giuseppe Gagliano
Head of Investor Relations Jens Klint Hansen
Information Systems Director Salvatore Molè

Key Figures
Year 2023 2022 2021 2020

Net sales 14,897,300 20,082,000 10,555,300 7,079,000

Income from ordinary activities
15,565,100 20,630,200 10,955,400 7,546,800

Operating income
834,000 533,800 611,700 551,300

Cost of financial indebtedness net
106,500 81,100 56,800 51,300

Equity-accounted companies contribution to income
10,300 10,000 13,200 8,200

Net profit from discontinued activities 111,600

Net income 483,200 305,300 372,700 322,800

Net income (Group share)
441,400 255,200 333,500 302,700

Fiscal year end
2023-12-31 2022-12-31 2021-12-31 2020-12-31

Length of fiscal year (month)
12 12 12 12

Currency & Unit
EUR – thousands – thousands EUR – thousands EUR – th. EUR

Account Standards
IFRS IFRS IFRS IFRS

Shareholder information
Other shareholders 45.8 %
Free float 54.2 %

The Hera Group has around 300 institutional investors in its shareholder structure with around 400 million shares in their hands, of which 21% are owned by SRI funds.

Source: Borsaitaliana.it November, 23 2024

PUBLICILY CONTROLLED PARTICIPATED COMPANIES
To understand the difference between public and private, it is first necessary to grasp the concept of public goods and private goods, as well as what is meant by public utility and public works. Companies that manage public utilities can be categorized as follows:
– Municipal companies: 100% publicly owned.
– Special companies: 100% publicly owned.
– Private companies: shareholding can belong to one or more shareholders. If the company is open to external capital, it is said to be listed on regulated markets. In this case, it is referred to as a public company, meaning a company with widespread share ownership, where the term “public” does not indicate the State or another public entity but rather a highly open ownership structure, not subject to legal constraints and accessible to anyone with the financial means to invest—commonly described as “contestable.”

When publicly traded companies with widespread share ownership have a stake held by the State or other public entities, they are referred to as participated companies. When the stake held by the public entity constitutes at least a relative majority, the company is called a participated companies with a relative public majority, as the public entity, holding the relative majority of votes, has decision-making control.

When the business sector involves public utility services, such companies are authorized by the Regulatory Authority for Energy, Networks, and Environment (ARERA) to calculate their tariffs based on a guaranteed return on the invested capital. Generally, a 7% gross margin, which correspond to a 3% net margin.

HERA IS A COMPANY WITH A MAJORITY PUBLIC OWNERSHIP
Hera Spa is a publicly controlled participated company, as the shareholder agreement among over 200 public entities holds the majority of shares, amounting to approximately 41.4% (see shareholder structure ∞ as of 25-04-2017). Whether the ownership is 100% or 38% makes no difference, as what matters is that the relative majority stake is held by the public shareholder agreement.
This shareholder agreement has an executive body, the public shareholders’ voting syndicate committee, composed of about ten mayors from municipalities with significant shareholdings. This small committee effectively holds the reins of the multi-utility company, determining which corporate policies proposed by the Board of Directors and top management can be implemented and executed.
Similarly, in other Italian companies with majority public ownership, such as IREN, A2A, ACEA, etc., these are public companies in every respect. In these companies, decisions are made by their respective shareholder agreements, composed of public stakeholders. Thus, in both these companies and Hera, water is already public.
HERA IS CURRENTLY CONTROLLED BY 10 MAJOR SHAREHOLDER MAYORS
The key decisions at Hera Spa are made by the so-called voting syndicate committee, which brings together representatives of significant public shareholdings. The significant shareholdings, as reported to CONSOB by 25-04-2017 (∞), are:
– Municipality of Bologna (9.993%)
– Municipality of Modena (9.822%)
– Municipality of Imola (7.375%)
– Municipality of Ravenna (6.470%)
– Municipality of Udine (3.055%)
– Municipality of Trieste (4.823%)
– Municipality of Padua (4.803%)
– Carimonte Holding Spa (2.001%)
– Gas Rimini Group Companies (2.001%)
– Entities in the Province of Ferrara (2.000%)

The company’s shareholders include approximately 200 public entities (holding about 49.4%), around 400 institutional investors (with the top 20 collectively holding about 20.5%), and approximately 20,000 private shareholders (holding about 11.1%). Small shareholders are defined as those holding less than 1% of the share capital. In terms of numbers, small shareholders make up about 99% of the total number of shareholders.

Anyone, whether a private citizen or a company (even foreign), can become a shareholder simply by going to a bank and purchasing shares.

Hera Spa is public for the following reasons:

It is a public company under public control, as the majority of shares are held by public entities, and all key decisions are made in an assembly where the majority of votes are controlled by public entities.

It is a public company open to private capital, as anyone can access the capital by purchasing shares designated as the free float, traded on the stock exchange.

It is a public company where top management is publicly appointed, meaning that management is effectively appointed by the assembly controlled by the public voting syndicate. The top management executes executive management tasks with the delicate responsibility of balancing collective interests with the particular interests of the shareholders.

HOW MUCH PROFIT TO DISTRIBUTE AND HOW MUCH TO INVEST IN SERVICES AND INFRASTRUCTURE?
The decision-making power to “adjust the balance” between allocating resources to the collective interest of users and to the private interest of shareholders lies in the hands of a few people: the 10 mayors of the voting syndicate committee. These individuals physically represent the entire public shareholder agreement, meeting periodically to deliberate. The 10 mayors of municipalities with significant shareholdings determine the balance between how much profit to distribute and how much to invest in the institutional mission, primarily represented by the following activities:

1. Investing more in efficiency with the Best Available Technologies (BAT):
– Constructing wastewater treatment plants, reservoirs for water storage, and replacing asbestos-cement water pipes at the end of their lifecycle to reduce potable water losses in the network, currently at 30%, saving both treated water and the electricity required to pressurize and distribute it.
– Implementing smart grids to optimize energy use.
– Reducing the environmental impact of infrastructure by investing in mechanical biological treatment (MBT) plants with automatic optical sorters to improve recovery efficiency and therefore increase material reuse and recycling, especially plastics. Waste management would integrate MBT plants, anaerobic digestion facilities fueled by biomass and bio-liquids, incinerators, and landfills.

2. Modulating tariffs based on services provided:
– Charging citizens proportionally to the level of service offered. For example, if Hera positions itself as a “green” service provider by investing in the best available technologies, the cost of the utility bill will not be minimal but will reflect the environmental care provided. As Azionehera, we believe that adopting a long-term green strategy is advantageous, as it represents a competitive and distinctive edge in the market. In a “race to the lowest bill price” among competitors, the first victims are service quality and profitability, which reduce the ability to invest in superior technologies, disadvantaging both the user and the company.

3. Reducing debt with banks:
– Avoiding the payment of unproductive interest and fees, and ensuring appropriate tax contributions to support public finances. This is not merely altruism but a recognition that utility operators use heavy machinery—such as waste compacting vehicles—that contribute to wear and tear on road infrastructure.
– The quantitative level of profits decided by the mayors of the syndicate committee represents the public-private trade-off, or the balancing act between collective and private interests. This balance delineates the boundary between a public and private company.

Distributing profits to the municipalities means that part of the citizens’ payments via utility bills (profits allocated as returns for shareholders) is not fully reinvested in the sectors where they originated, as per the company’s mission. Specifically:

Approximately 60% (Hera Spa’s public shareholding) is partly used to finance other municipal public services and works (welfare, public building rental fees, etc.).
Approximately 40% (Hera Spa’s private shareholding) is used to remunerate the 20,600 large and small shareholders.

The reality is that today the mayors hold the prerogative to set the guidelines for industrial policy. However, they are often not in a position to exercise this power and delegate the task of defining the industrial plan to the utility’s top management. This occurs due to a lack of time, expertise, and, most importantly, because during election campaigns, they do not present voters with a concrete program.

This shortfall arises because Italian voters are not accustomed to demanding detailed electoral programs from their political candidates regarding the actual and concrete activities of publicly controlled participated companies. This ignorance is skillfully perpetuated by the general media and television, leaving citizens unaware of the importance and impacts of such decisions.

REINVESTING PROFITS STRENGTHENS THE COMPANY

Morningstar has classified various management styles (see summary 1 ∞ and summary 2 ∞), where the “growth” style is oriented toward dividend earnings, and the “value” style focuses on increasing the value of the shares. It is important to note that the value of a stock investment at a given time t is determined by the difference between the purchase value of a share, plus the interest received as dividends, and the market value of the share at that same moment.

If a company reinvests its profits into durable assets, it tends to make the business more robust and competitive, increasing the likelihood of growth in its value. The “value” style is the preferred option for investor shareholders—whether public or private—with a long-term, non-speculative perspective, aiming to preserve the capital’s value without dilution.

However, public shareholders are often represented by temporary administrators, such as mayors, who, seeking to “look good” during their short terms of office, are tempted to tap into annual dividends or, in some cases, even sell shares to generate immediate cash flow.

Those managing and holding the reins of a multi-utility company should fully grasp this concept, as it is evident that a company is healthy when it has minimal debt and reinvests in durable assets to strengthen its equity.

THE CORE OF THE DEBATE BETWEEN PUBLIC AND PRIVATE COMPANIES

Public utility services were once managed entirely by public entities, such as municipal companies and special-purpose entities. Over the past 25 years, the politicians who have governed us pursued, alongside the privatization of former state-owned companies (ex-IRI), the privatization of municipal companies at the local level, transforming them into joint-stock companies (S.p.A.).

In these companies, the proportion of public ownership has steadily decreased, following a trend that continues to decline. While the status of special-purpose entities would align better with the mission of companies providing public utility services, being joint-stock companies listed on the stock exchange is not inherently detrimental, for two reasons:

A. On one hand, these companies have almost always retained a public majority stake. Whether this majority is absolute or relative, what ultimately matters is that the control of the majority of votes remains in the hands of a public entity.

B. On the other hand, today, each of us can participate in the decisions of these companies in two ways:
– By voting for political parties whose electoral programs align with collective interests. These parties elect politicians who, in the assemblies of these participated companies, make decisions in favor of citizens, primarily as users and secondarily as small shareholders.
– By purchasing shares and becoming shareholders. This allows individuals to participate in shareholder meetings where decisions are voted on and have a direct say in the company’s policies.

Thus, the distinction between municipal companies or joint-stock companies (S.p.A.) is less significant than the decisions made by majority shareholders concerning corporate policies. In practice, if the relative majority remains in public hands, the real issue is not the formal label of “public” or “private,” or whether the entity is a municipal company or a joint-stock company. Instead, it is about how resources collected from utility bills are allocated—whether “to favor the 1% (shareholders) or the 99% (the community of citizen-users).”

For instance, if a company is a municipal company, a special-purpose entity, or a joint-stock company with a relative public majority but procures goods and services from foreign suppliers, only partially employs the best available technologies (including those stipulated by the EU), and distributes profits as dividends at the expense of investments in services and infrastructure, then it may formally appear public. However, in practice, it behaves like a private entity, prioritizing the private interests of shareholders over the collective public interest of users and citizens.

BY LAW AND BY STATUTE, HERA SPA IS NOT OBLIGATED TO DISTRIBUTE PROFITS
Any company, whether a joint-stock company (S.p.A.) or another legal form, whether listed on a stock exchange or not, and whether publicly or privately controlled, is not legally obligated to distribute its generated profits to shareholders. Shareholders decide, based on the company’s statute and during the general assembly, how to allocate any generated resources: whether to reinvest them in the company or distribute them as dividends.

Where there is a clearly defined majority of shareholders regulated by a shareholder agreement, decisions are made prior to the assembly and only formalized during the meeting. Furthermore, having the legal form of a joint-stock company does not automatically imply that the company must pursue speculative profit. This is confirmed by the following communication from CONSOB dated 27/11/2012, in response to a specific query from us:

“…in listed companies, as in any other joint-stock company, under Article 2433 of the Italian Civil Code, it is the assembly that approves the financial statement that must decide on the distribution of profits to shareholders. In this regard, it should be noted that in joint-stock companies, the approval of the financial statement does not, in itself, grant shareholders the subjective right to the immediate allocation of their share of profits. For this purpose, a further and distinct resolution of the assembly regarding profit distribution is required, leaving the choice of whether to reinvest profits in the company’s operations or distribute them to shareholders to the assembly’s discretion.”

Hera Spa’s statute also does not obligate shareholders to prioritize profit but only to conduct management in accordance with “principles of cost-effectiveness and profitability.” This means that the company must ensure economic and financial health, such that total revenues exceed total costs. However, it is up to the majority shareholders to decide how much profit to generate and how to allocate it.

In Hera Spa, the decision on whether and how much profit to distribute, or whether to reinvest it in the company by utilizing the best available technologies, lies in the hands of the 10 mayors with significant stakes in the public shareholder agreement. These mayors can direct the company to reinvest profits in the local territory, by engaging local suppliers and reducing the cost of goods and services provided.

If these 10 mayors instructed the Board of Directors to end the current policy of distributing high dividends, the directors would promptly comply.

Hera Spa Statute, Corporate Purpose, Article 4:
4.2 The Company aims, in accordance with the principles of cost-effectiveness, profitability, and confidentiality of corporate data, to promote competition, efficiency, and adequate quality standards in service provision:

ensuring neutrality in the management of essential infrastructures for the development of a free energy market;
preventing discrimination in access to commercially sensitive information;
preventing cross-subsidization between segments of the supply chain.

4.3 The company operates in complementary or additional sectors, nonetheless related, aimed at producing goods and services to meet the needs and requirements of the community, contributing to the promotion of economic and civil development for individuals, their organizations, and the local communities to which they belong.

IT IS UP TO US TO ELECT POLITICIANS WHO PRIORITIZE THE COLLECTIVE INTEREST

In light of the above considerations, it is clear that with Hera Spa, water is already public. To be fair, it is important to highlight that Hera’s management has, over the years, behaved in an objectively balanced manner, skillfully managing the challenging task of appropriately balancing the amount of resources reinvested versus those distributed.

This, in our modest opinion, is due to a very simple reason: citizens today are largely unaware of what publicly controlled participated companies are and how they function. Once citizens become aware that companies with a relative majority of public capital, while being joint-stock companies, are still required to prioritize the collective interest, it follows that the profits generated should be used for investments in services and infrastructure related to public utilities.

It is up to us as citizens, small shareholders, and users to ensure that mayoral candidates include industrial policy guidelines in their mandates that favor the collective interest. This is particularly crucial because a company that reinvests and positions itself in a “green” segment inevitably gains a competitive advantage, which positively impacts the value of the share capital of individual shareholders.