The Ordinary Shareholders' Meeting of Hera met this morning in Bologna. Among the various resolutions passed, the Shareholders' Meeting proceeded to appoint the members of the Board of Directors and of the Board of Statutory Auditors for the next three years. It was, furthermore, approved the 2016 financial statements and the consequent distribution of 9 cents of dividend per share.
Approval of the balance sheet and dividend at 9 cents/share
In the ordinary session, the Shareholders' Meeting approved the economic balance for the 2016 financial year, which highlighted an improvement in all the economic-financial indicators, with results exceeding expectations. In addition, the presentation of the sustainability report revealed an increasingly marked attention to sustainability in all its dimensions. Key success factors, which have allowed the Group to continue to grow despite an increasingly challenging regulatory and market scenario, have been confirmed by the consolidated multi-business strategy and the combination of internal growth and external development. The 2016 financial year closed with revenues of 4.460,2 million euros, in line with the previous year, gross operating margin of 916,6 million euros (+3,6%) and a net profit for shareholders of 207,3 million (+14,8%).
The Shareholders' Meeting therefore approved the proposal of the Board of Directors to distribute a dividend of 9 euro cents per share, in line with what was paid in the previous year and already announced in the business plan to 2020. We recall the same business plan, reconfirming a strong focus on the creation of value also for shareholders, projects an increase in result forecasts and a dividend policy that is growing compared to the historical trend (starting from what will be paid in 2018), with a progressive change over the next four years of the 11%.
The coupon detachment will take place on 19 June 2017, with payment starting from 21 June 2017. The dividend paid, based on the Hera share price on 31/12/2016, corresponds to an annual yield of over 4%.
The renewal of the Board of Directors with an additional director for minority shareholders
Furthermore, the Board of Directors was renewed for the next three years (expiring with the Shareholders' Meeting which will approve the 2019 financial statements), whose members have increased from the previous 14 to the current 15 members, with an additional director representing of minority shareholders. This occurred in implementation of the amendment to the Articles of Association (approved by the Shareholders' Meeting of 28 April 2015) which provided for the increase, starting from 2017, of the number of current members of the Board of Directors, 4 of whom (instead of 3) from be elected from the lists presented by minority shareholders.
In relation to the outcome of the vote, the following are appointed for the Board of Directors:
* Majority list (expression of the shareholders' agreement of Hera public shareholders): Tomaso Tommasi di Vignano, Stefano Venier, and the independent directors Giovanni Basile, Giorgia Gagliardi, Stefano Manara, Danilo Manfredi, Giovanni Xilo, Sara Lorenzon, Marina Vignola, Aldo Luciano Federica Seganti.
* Minority list: the independent directors Massimo Giusti, Erwin Paul Walter Rauhe, Francesca Fiore, Duccio Regoli (4 names).
The curricula of the new directors are available at: http://www.gruppohera.it/gruppo/corporate_governance/assemblee/
The renewal of the Board of Statutory Auditors
As regards the Board of Statutory Auditors, the following were appointed:
* Majority list (expression of the shareholders' agreement of Hera public shareholders): Marianna Girolomini, Antonio Gaiani (standing auditors), Valeria Bortolotti (alternate auditor).
* Minority list: Myriam Amato (Chairman), Stefano Gnocchi (alternate auditor).
The curricula of the new statutory auditors are available at: http://www.gruppohera.it/gruppo/corporate_governance/assemblee/
Greater presence of women on the board of directors and board of statutory auditors
The composition of the corporate bodies fully implements the provisions of Law no. 120 of 12 July 2011 (already implemented in the Hera statute by the 2013 Shareholders' Meeting), which introduced the principle of gender balance in the corporate bodies of listed companies. To this end, the law provides that the division of directors and statutory auditors to be elected is carried out in such a way that the less represented gender has a presence equal to at least one third among the members of the Board of Directors and Board of Statutory Auditors. The presence of women on the Board of Directors thus weighs today for 5 members out of 15 and in the Board of Statutory Auditors for 2 members out of 3 standing members.
The other resolutions approved
The Shareholders' Meeting approved the renewal of the authorization of the Board of Directors to purchase treasury shares (and methods for disposing of the same), for a value of up to 180 million euro for 18 months. The renewal of the authorization was requested to pursue the purposes allowed by the law and accepted market practices, including investment opportunities that imply the use of treasury shares to increase the creation of value and any acquisitions of shareholdings that also envisage stock exchanges. The Shareholders' Meeting also approved the report on remuneration policies, which contains some changes in line with international best practices, confirming the emoluments of the members of the Board of Directors at the level of what is already in place. Finally, the report on corporate governance was presented to the Shareholders' Meeting.
Hera top management reconfirmed
The inauguration session of the Hera Board of Directors was held in the afternoon in Bologna, appointed in the morning by the multi-utility's Shareholders' Meeting. The body proceeded to appoint the Chairman, Deputy Chairman and Chief Executive Officer. Tomaso Tommasi di Vignano was confirmed as chairman of Hera as executive director. Born in Brescia, he has led the Hera Group since its inception in 2002, after a long experience in telecommunications and in the utility sector.
Giovanni Basile, in office since 2014, was confirmed as Hera Vice-President (non-executive). Born in Modena, a chartered accountant and statutory auditor, he is a director and statutory auditor in a number of joint-stock companies in Italy, abroad and in non-profit entities.
Stefano Venier has been confirmed as managing director. Udinese, with Hera since 2004, where he previously held the position of General Manager of Development and Market. Venier previously held positions of increasing responsibility in the Eni Group and in a leading international consultancy firm, where he was Vice President Energy & Utilities between 2002 and 2004.
Continuity in the corporate governance policy is therefore reconfirmed as one of the Hera Group's main strengths, as also highlighted by a study by Kepler Cheuvreux of 14 February last on the four local utilities, in which Hera was positively evaluated precisely for stable governance and management credibility, coupled with strong fundamentals, low-risk growth strategy, future growth opportunities and attractive dividend policy.
