Business
A2A S p A : Report on Corporate Governance and Ownership Structures 2025
A2A S p A : Report on Corporate Governance and Ownership Structures
About this update from A2a S.p.a.
2025 Report on Corporate Governance and Ownership Structure Olive Tree Its value strengthens over time: supported by strong roots and generous yields. It embodies peace, stability, and long-term vision. 2025 Report on Corporate Governance and Ownership Structure for the financial year ending on December 31 this report is available in website gruppoa2a.it Contents Introduction 1 A2A Profile 4 5 Board of Directors Role of the Board of Directors 23 Appointment and replacement 24 Composition 28 Operation 40 Sustainability Strategy and Performance 7 Governance model and key features of the Board of Directors 8 2 Information on the ownership structure pursuant to Art. 123- bis , paragraph 1 of Legislative Decree no. 58 of 24 February 1998 (the "Consolidated Finance Law" or the " TUF ") Share Capital Structure 12 Restrictions on the Transfer of Securities 14 Significant Equity Investments 15 Securities Granting Special Rights 15 Employee Shareholdings: Mechanism to Exercise Voting Rights 17 Restrictions on Voting Rights 18 Shareholder Agreements 19 Change of control Clauses 20 Statutory Provisions on Takeover Bids 20 Powers to Increase the Share Capital and authorise the Purchase of Treasury Shares 20 Management and Coordination Activities 21 3 Compliance Role of the Chair 41 Executive Directors 42 Independent Directors and Lead Independent Director 54 5 Committees within the Board of Directors 56 6 Remuneration and Appointments Committee 57 7 Self-Assessment and Succession of Directors 60 8 Remuneration of Directors 64 22 A2A 2 Corporate Governance and Ownership Report 9 Control and Risks Committee 65 16 Internal-control and risk-management system 89 10 ESG and Territory Relations Committee 70 11 Related Parties Committee 17 Management of Corporate Information 18 102 73 12 Directors' Interests 75 13 Board of Statutory Auditors Considerations regarding the 18 December 2025 Letter from the Chair of the Corporate Governance Committee 103 Summary of the Principles and Recommendations of the Corporate Governance Appointment 76 Composition and Operation of the Board of Statutory Auditors (Article 123- bis , paragraph 2 letter d), TUF) 78 14 Relations with Shareholders 82 Code - January 2020 and Corporate Governance Report of A2A S.p.A. Annexes 104 Annex A 107 Annex B 110 Annex C 111 Annex D 112 Annex E 114 Annex F 133 A2A Corporate Governance and Ownership Report 3 15 Shareholders' Meetings 86