Control of the company is exercised through a shareholder agreement involving 111 municipalities. Below is an excerpt of the shareholders’ agreement as of May 25, 2024. Source: Consob.
The shareholder agreement is divided into:
– Voting Syndicate Agreement, which governs voting decisions on items on the agenda during general meetings.
– Lock-Up Syndicate Agreement, which manages decisions regarding the purchase and sale of shares.
Municipalities with significant stakes also establish sub-agreements to coordinate their decisions with smaller municipalities in their province. These sub-agreements cover both agenda-related decisions during general meetings and share transactions.
For instance, the Bologna City Council issued a resolution titled “Voting Syndicate Agreement and Share Transfer Regulation” for the years 2024–2027.
Here is a summary sheet from the Bologna Civic Network detailing its involvement in the Hera Group.
Municipalities with significant stakes gather within a Syndicate Committee, which meets periodically to ensure coordinated action.
“To make decisions under the Voting Syndicate Agreement, the parties have established a deliberative body, the ‘Syndicate Committee,’ composed of the following members:
– 1 member appointed by the Municipality of Bologna, assigned 7 votes.
– 1 member appointed by minor shareholders from the Bologna area, assigned 2 votes.
– 1 member appointed by Holding Ferrara Servizi S.r.l., assigned 1 vote.
– 1 member appointed by Ravenna Holding S.p.A., assigned 5 votes.
– 1 member appointed by CON.AMI, assigned 6 votes.
– 1 member appointed by Rimini Holding S.p.A., assigned 1 vote.
– 1 member appointed by the Municipality of Cesena, assigned 1 vote.
– 1 member appointed by shareholders from Modena, assigned 6 votes.
– 1 member appointed by the Municipality of Padua, assigned 3 votes.
– 1 member appointed by the Municipality of Trieste, assigned 3 votes.
– 1 member appointed by the Municipality of Udine, assigned 2 votes.
The number of votes allocated to each principal shareholder, represented by their member on the committee, is determined based on a vote per 1% of the blocked shares they hold. Fractions under 0.50% are rounded down, while those of 0.50% or higher are rounded up.” Source: Consob.
This structure creates a pyramidal system, wherein the roughly dozen municipalities with significant stakes hold executive control over governance. They are primarily responsible for voting during general meetings to establish the Board of Directors (BoD), appointing both the Executive Chairman and the CEO. These roles play a key part in shaping outcomes during shareholder meetings.
Private shareholders, on the other hand, are divided into major shareholders and small shareholders. Source: Consob, Hera shareholding.
However, as private shareholders do not hold a relative majority of votes, they typically lack the organizational strength to present their own lists or coordinate effectively to influence decisions on agenda items.
– Meeting collective needs for public utility services and related infrastructure for the benefit of users.
– Ensuring returns on the capital invested by private shareholders.
This task is particularly complex due to the following reasons:
– The company manages essential public utility assets and services.
– Over 50% of its services by value are regulated, aimed at public entities such as hospitals, schools, and military facilities.
– The distribution networks were originally transferred free of charge by public entities and were built using public funds derived from taxpayer money.
– The top management is appointed by public bodies.
– The company is listed on the Italian Stock Exchange, with part of its capital being floating, open to public investment. Currently, about half of the capital is held by approximately 24,000 small shareholders.
RELATIONS WITH THE REFERENCE TERRITORY
The company is positively integrated into the environmental context where it operates, thanks to:
1. Investment Meetings: Gatherings involving executives, public administrators, and citizens to explain ongoing investments in the territory.
2. Interaction with the Community: Initiatives such as HeraLab and HerAcademy facilitate engagement with businesses, associations, schools, and training and career guidance institutions.
3. Shareholders’ Meeting: A platform for shareholders to physically meet, share their observations and proposals, and interact directly with top management and public shareholder representatives.
4. Institutional Website: www.gruppohera.it connects the company with the external world in an intuitive and concise way.
5. Communication: Projects, activities, and results are represented in a clear and analytical manner, also through reports and updates.
6. Customer Relations: Offers direct references for activating and managing supply contracts via physical branches or telephone services.
7. Administrative Management: www.servizionline.gruppohera.it provides administrative and accounting oversight of active supply contracts.
8. Information Access: Enables contact with various departments or corporate bodies by simply sending an email with relevant queries.
9. Applications: Tools like Il Rifiutologo and L’Acquologo allow users to interact directly with the waste management and water cycle services.
Executive Chairman Cristian Fabbri | CEO Orazio Iacono
MANAGEMENT
As AzioneHera, we believe that the executive management has been effective, competent, and appropriate over the years. This success is due to the leadership of the historic Executive Chairman, Tommaso Tomasi di Vignano, who served from the company’s foundation in 2011 until 2023, ensuring steady and balanced growth. A significant turning point towards business model innovation, through the development of an integrated entrepreneurial structure, is attributed to the appointment of Stefano Venier as CEO in 2014.
It appears that this drive for constant improvement remains strong today, thanks to the excellent selection of top executives:
Executive Chairman: Cristian Fabbri
CEO: Orazio Iacono
Chief Innovation Officer: Salvatore Molè
Network Director: Alessandro Baroncini
Business Development Director: Roberto Dardi
Supported by:
CFO: Jens Klint Hansen
Legal and Corporate Director: Mila Fabbri
and the entire senior management team.
In addition to the demanding daily operational management, the team has faced extraordinary and atypical challenges in recent times—including the COVID-19 pandemic, the war in Russia, floods, and production delocalizations with resulting job losses. These issues have been handled promptly, calmly, and with dedication by the management team.
Our impression is that this management team ensures the company’s reliability and agility, keeping it economically strong while setting innovation benchmarks in the industry. With nearly 10,000 employees, the Hera Group is a vital entity in our region, one we can take pride in and trust.
PUBLIC OWNERSHIP
Despite having a determined, agile, and innovative management team, there is a perception of public ownership as present but not highly visible, particularly in providing strategic guidelines.
These 11 members have the authority to make critical decisions, steering corporate policies towards delivering public utility services and infrastructure rather than prioritizing immediate financial gains.
This aligns with three fundamental principles:
1. The Corporate Charter, which states: “The Company’s purpose is to promote competition, efficiency, and appropriate levels of quality in the provision of services, in compliance with the principles of economic efficiency, profitability, and the confidentiality of corporate data.”
2. Consob, which emphasizes: “…in listed companies, as in any other S.p.A., according to Article 2433 of the Civil Code, it is the shareholders’ meeting that approves the financial statements and decides on the distribution of profits to shareholders.”
3. Common Sense: A company with a majority of public capital, providing public utility goods and services, managing networks entrusted by public entities, built with public funds, and with publicly – appointed managers, has a moral obligation to prioritize the collective public interest over the private profit of shareholders.
In summary, while Hera operates as a joint-stock company, its public ownership, through the syndicate committee, holds full institutional, legal, and moral authority to require the Board of Directors to adopt policies that prioritize the collective interests of users over the particular interests of shareholders.
Below are the Guidelines that, according to AzioneHera, make this objective achievable:
1. Separation of Infrastructure Ownership: Separate ownership of water, gas, and telecom networks by transferring them to a fund fully owned by public entities (100% public ownership). Operational management would remain entrusted to companies with relative majority public ownership or golden share. The public ownership of the networks would bear the financial responsibility for all long-term extraordinary investments for network renewal under the coordination of the operator. Routine network maintenance should remain the responsibility of the operator.
2. Collaboration Among Public Multiutilities: Combine research and development efforts, IT systems, and procurement departments by integrating them on public platforms such as Ancitel.
3. Support for Local Economic Impact: Prioritize local companies and employ the best available technologies to maximize economic benefits within the community.
4. Coordination with Other Multiutilities: Collaborate with other multiutilities through forums such as Utilitalia, the Conference of Regions, the Italian Provinces Union, and the National Association of Italian Municipalities. This includes participating in the capital of partially public banks, such as Medio Credito Centrale and/or Monte dei Paschi di Siena.
5. Expansion into Engineering and Geotechnical Services: Evaluate the development of the company’s business to include a division dedicated to engineering and geotechnical works for territorial management and control.
6. Profit Sharing with Employees: Implement an Employee Stock Ownership Plan (ESOP) to distribute shares to employees. Employees presenting a program should be able to organize consultations and internal elections, with the potential to be elected as Board Directors.
7. Improved Shareholder Assembly Procedures: Structure the shareholders’ meeting over several distinct days to include a cognitive session, a discussion session, and a decision-making session. Facilitate voting on agenda items via correspondence or email, as permitted by Directive 2007/36/EC, potentially leveraging the Civic Networks of municipalities served by Hera.
8. Promoting Shareholder Culture Among Citizens: Raise awareness among citizens and users about the importance of widespread shareholding in publicly owned companies.