Sustainability report 2007 - Il Gruppo Hera

as well as, when expressly requested by the committee Chairman, the Managing
Director and the Chairman of the Board of Directors.
The Committee for Internal Control met 5 times in 2007.
The Ethics Committee
Appointed by the Board of Directors of Hera S.p.A. on 8 October 2007, it has the task
of monitoring the dissemination and implementation of the Code of Ethics. It receives
the reports on violations of the Code and assesses whether to begin proceedings.
It is composed of three members: two non-executive and independent directors of Hera
S.p.A. and an executive who is an expert in corporate social responsibility and the
issues dealt with in Legislative Decree 231/2001.
The Ethics Committee met once in 2007. As at 31 December 2007, the Ethics
Committee had received no reports of violations of the Code.
Board of Auditors
This company body is appointed by the Shareholders’ Meeting. Its task is to ensure
correct administrative practices, specifically, the suitability of the organisational,
administrative and accounting arrangements adopted by management, and the effective
operation of such arrangements.
Supervisory Board 231
The task of the Supervisory Board 231 is to supervise and control compliance with, and
the functioning and effectiveness of, the Organisational Model for the prevention of
crimes which might be linked to administrative liabilities of the Group companies,
according to the terms of legislative decree 231/2001.
This board is an independent body appointed by the Boards of Directors of the
companies of the group taking part in “Progetto 231” (Project 231) 1 . The Board reports
to each Board of Directors on matters of concern as per legislative decree 231/2001. It
avails itself of the Internal Auditing Department for purposes of control, analysis and
other duties undertaken.
This Body is composed of three independent members, and is headed by the manager of
the Internal Auditing Department. The Supervisory Board met six times in 2007.
Organisation
SAT’S integration in Hera came to a conclusion in 2007, with operations commencing
on 1 January 2008. The integration will allow Hera to extend its services to 6
municipalities previously under SAT management, i.e. gas, water and municipal
hygiene, exploiting the synergies coming out of the merger.
1 These companies are as follows: Hera S.p.A., Hera Bologna, Hera Ferrara, Hera Forlì-Cesena, Hera
Imola-Faenza, Hera Modena, Hera Ravenna, Hera Rimini, Famula on-line, Hera Comm, Hera Trading,
Akron, Ecologia Ambiente, FEA, Sinergia, Hera Luce, Acantho, Eris, Nuova Geovis, and Uniflotte (these
companies comprise 90% of the Group’s workforce).
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