Hera S.p.a. · MIL:HER
Hera — Presentazione voto maggiorato aprile 2015 eng
24 slides from Hera's investor presentation, April 2015
Slide 1: 2015 double voting rights
2015 double voting rights A p r i l 2 0 1 5 A step forward
Slide 2: Slide 2
Slide 3: Italian multi-utility sector is changing and major changes are expected
Italian multi-utility sector is changing and major changes are expected • Utility sector still highly fragmented vs UE average (more than 1,200 Italian local players) • “Localism” slows down sector consolidation progress • UE and ECB are calling for structural reforms • Italian recent law promotes s
Slide 4: Hera has proved to be Italian main consolidator
Hera has proved to be Italian main consolidator Established through the first large merger among 11 multi-utilities and developed merging further ~10 local players. Hera territory of reference Ebitda Growth Drivers (m€, % of cumulated growth) 43% 57% +307 868 Friuli +369 region Veneto 192 region 200
Slide 5: Founding public shareholders progressively diluted in Hera due to M&A
Founding public shareholders progressively diluted in Hera due to M&A Hera’s Hera’s Agea + Meta AcegasAps Amga Udine establishment listing mergers merger merger (2002) (2003) (2004/2005) (2013) (2014) Founders Founders Founders Founders Founders Share 100% 55,5% 41,3% 35,4% 33,0% Capital stakes New
Slide 6: Hera's track record in this context
Hera’s track record in this context Ever growing results despite prolonged crisis Maintaining sound Debt/Ebitda (M€) (x) 4 3.3x 3.3x 3.2x 810 868 3.2x 3.0x 3.1x 3.1x 3.0x 3 2.8x 645 662 2.5x 567 607 528 1.8x 1.9x 427 454 400 2 386 335 441 1.3x 334 293 281 291 315 192 243 231 221 177 216 1 78 113 Ebi
Slide 7: Hera corporate governance guarantees public shareholders control
Hera Corporate governance guarantees public shareholders control HERA BYLAWS PUBLIC SH. PACT AGMs PARTECIPATION Lock up share 100% Article 7 – Public Holding Total amount of 51%. 90% 72.8% 76.4% 7.1 …must hold, at least 51%… Underwriters 80% 69.5% About 100 of public shareholders. 70% Validity Expir
Slide 8: Hera corporate governance evolution
Hera Corporate governance evolution HERA C. G. (Post IPO) 2003 2014 Minority representation Reduction BoD Guaranteed 3 (out of 14) members member to minority shareholders (“list (2014) mechanism”). Increasing dialogue Women’s quotas (2014) Statutory Auditors 3% stake threshold to present a list BoD
Slide 9: Our corporate governance strengths
Our corporate governance strengths Hera adopts the principles of the Corporate Governance Code and the recommendations of the Borsa Italiana 43% Increase competitive 57% advantage Achieve Code of Corporate Social sustainable Ethics Responsibility development Maintain transparent reporting Corporate
Slide 10: Proposed changes in Bylaws (1)
Proposed changes in Bylaws (1) From: To: The share capital of the Company The predominance of voting Art. 7.1 must be held for at least 51% by rights of the company, must be held municipalities, provinces, consortia by municipalities, provinces, … consortia … • Public entities control unchanged • No
Slide 11: Proposed changes in Bylaws (2)
Proposed changes in Bylaws (2) From: To: Art. 6 Introduction of Multiple voting rights Multiple voting limited to sole 3 specific issues: Minorities rights: Amendment to the multiple voting rights and amendment to the limit in private share possession. (art.8) BoD members reserved to minorities upli
Slide 12: Proposed changes in Bylaws (2a)
Proposed changes in Bylaws (2a) AGM resolutions/voting rights: Financial statements Liability actions against Amendments to the bylaws Share certificates issue approval directors and statutory approval auditors 1 1 2 1 Appointment of Board of General meeting’s rules Adjustments of the bylaws Distrib
Slide 13: Proposed changes in Bylaws (2): focus on BoD appointment mechanism
Proposed changes in Bylaws (2): focus on BoD appointment mechanism Slate submitted by majority shareholders Slate submitted by minority shareholders 11 3 members members • Majority slate is submitted by • Three members of the BoD are public shareholders’ pact. reserved to the first minority slate su
Slide 14: Proposed changes in Bylaws (3 and 4)
Proposed changes in Bylaws (3 and 4) Art. 16/17 BoD: increase from 14 to 15 members • increase the current number of components of the BoD. +1 • The additional member assigned to member minority shareholders’ list. Members of the BoD appointed by controlling shareholders Members of the BoD appointed
Slide 15: Closing remarks
Closing remarks • Industry undergoing a deep consolidation process supported by the Government • Hera leads sector consolidation aiming at value creation since establishment • Public shareholders supports management choices even though dilution on stakes • Public shareholders will reduce their stake
Slide 16: Annex
Annex • Share capital structure • Our Governance structure • Our strengths • Governance highlights - 2014 GRUPPOHERA
Slide 17: Our Shareholder Structure
Our Shareholder Structure 200 public shareholders, mainly municipalities, hold about 57.4% of the share capital* 3.2% 4.8% HERA GROUP Municipalities of Udine Province Municipalities of Padua Province 4.8% Municipalities of 14.6% Trieste Province Retail 34.5% 47% Free float 19.8% 19.9% Municipalities
Slide 18: Our Governance Structure (1)
Our Governance Structure (1) The Board of Directors of Hera 43% 57% Tomaso Tommasi di Vignano Executive Chairman Massimo Giusti Independent non executive Giovanni Basile Vice President Riccardo Illy Independent non executive Stefano Venier CEO – executive Stefano Manara Independent non executive Mar
Slide 19: Our Governance Structure (2)
Our Governance Structure (2) The Board Committees of Hera 43% 57% 100% independence on both Control & Risk and Remuneration Committees with no executive members 16 GRUPPOHERA
Slide 20: Corporate Governance highlights 2014: Board composition
HERA Group – Corporate Governance highlights – year 2014 Board of Directors - Composition 43% HERA - 2014 57% FTSE Italia* - 2014 Board Size 14 Board members 11.3 - FTSE Mib 9.3 - Non-financial companies Average age 53 years 58.5 years Non-executive directors 12 directors (86%) 4 directors Independe
Slide 21: Corporate Governance highlights 2014: Board functionality
HERA Group – Corporate Governance highlights – year 2014 Board of Directors - Functionality HERA - 2014 FTSE Italia 43% - 2014 57% Frequency of meetings per 11 10,2 year Average length of meetings 2h 25 min. 2h h/ year to be completed In case Hera 24 h / year - All companies has info 38 h / year - F
Slide 22: Corporate Governance highlights 2014: Committees
HERA Group – Corporate Governance highlights – year 2014 Committees HERA - 2014 FTSE Italia All-Share 43% - 2014 57% Nomination Committee Not established 49% of companies Remuneration Committee Established 88% of companies Remuneration Committee 100% 42% of companies Indipendence Control and Risk Co
Slide 23: Corporate Governance highlights 2014: Remuneration
HERA Group – Corporate Governance highlights – year 2014 Remuneration HERA - 2014 FTSE Italia43% All-Share - 2014 Disclosure of peer group considered for 57% Adopted - Not disclosed 77% of companies the remuneration policy Adoption and disclosure of cap on the Adopted and disclosed 89% of companies
Slide 24: Corporate Governance highlights 2014: Ethics and Sustainability
HERA Group – Corporate Governance highlights – year 2014 Ethics and Sustainability Code of Ethics Sustainability 43% • A reference point and a guide for all Hera 57% • Achievements of positive results in terms of social and employees and those involved in environmental sustainability and implementat