Falck Renewables | Corporate Governance - Falck
THE VALUE OF GOVERNANCE IN NUMBERS
12
Members of BoD 
42%
Women in CDA
3
Commitees
12
CDA annual meetings
Sustainable in everything we do
We believe that one of the fundamental components for sustainable growth is the ethical management of corporate activity. Our ethical culture and strategic thinking are formalized in the Code of Ethics, which sets out the principles, obligations and responsibilities that must be observed by employees and collaborators.  

Business Ethics

The principles of the Code of Ethics

Focus on people
Respect for fundamental rights, protection of moral integrity and guaranteed equal opportunities, both within and outside of the Group.   
Open dialog
With all stakeholders in the local area (population, institutions and entities).
Maximum market competitiveness
With investment in research targeted at the development of safe, reliable and effective technologies.   
Protection of environmental heritage
As a principle underlying the Group's mission.
Integrity, Honesty, Fairness and Transparency
In order to consolidate, among all stakeholders, the reputation of a serious, reliable and professional partner.
Efficiency and effectiveness of management
Pursued also through adequate control processes, through the certification of the company, the certainty and maintenance of environmental parameters, the reliability of performance over time.  
Compliance with current legislation
An absolute must of our way of doing business
Enhancement of human resources
With the development of the skills, abilities and talent of each of the employees, following a policy of merit, within an environment that encourages maximum communication and cooperation at all levels.  
Ongoing innovation
To be protagonists of the energy transition

Our approach to compliance is structured on the voluntary adoption of a set of restrictive tools, which ensure effective compliance with the anti-corruption regulations in force in each country. 

The Code of Ethics applies to the subsidiaries and associates of Falck Renewables and is an integral part of the Organization and Management Model of the Italian companies of the Group, of the Manual De Prevención Y Detección De Delitos De Conformidad Con Lo Establecido En El Código Penal as regards Spain, as well as of the Compliance Program to which foreign companies refer regarding anti-corruption regulations. 

With regard to respect for human rights throughout the supply chain, the Group's UK subsidiaries comply with the Modern Slavery And Human Trafficking Statement.

Code of Ethics
Organisation and Management Model pursuant to Legislative Decree 231/2001
SUPERVISORY COMMITTEE pursuant to Legislative Decree 231/2001
WHISTLEBLOWING
Diversity and inclusion policy
Modern slavery and human trafficking statement 
Compliance Program

CORPORATE GOVERNANCE

Governance is key to the dynamics of value creation. In fact, it contributes to determining the conditions for proper and appropriate interaction between the company and the reference context. Our corporate governance is based on the provisions of the law and the articles of association, supplemented by the principles of good practice set out in the Good Governance Code for listed companies. 

Documents and procedures  

Articles of Association 
Corporate Governance Code
Corporate Governance Report
Organization and Management Model pursuant to the Italian legislative decree no. 231 of 2001 - general section
Remuneration Report (italian)
Procedure for the processing and public disclosure of inside information
Related-Parties Procedure 
Inside information communication and handling procedure 
Guidance on interlocking positions at Falck Renewables S.p.A.
Internal Dealing procedure  
Board of Directors 25 February 2020 -amendment to the AoA (only Italian version)  
Board of Directors 10 May 2018
Corporate Governance Procedure- in updating
For the transmission and the storage of Regulated Information, Falck Renewables S.p.A. avails of the eMarket SDIR transmission system and of the storage mechanism eMarket STORAGE available at www.emarketstorage.com run by Spafid Connect S.p.A., based in Milan, Foro Buonaparte, 10.
Last update of the page on 18/11/2019

RISK MANAGEMENT

We have an "Internal Control and Risk Management System", which defines roles and responsibilities, rules, procedures and organizational structures for the identification, measurement, monitoring and management of the risks to which, as a Group, we are exposed. The governance of the process involves all levels of the organization, with roles and responsibilities defined in the Corporate Governance regulations that we have adopted, consistent with the guidelines included in the Code of Conduct of Borsa Italiana. Our Risk Management function, which reports directly to the Chief Executive Officer, identifies, assesses and prioritizes risks and contributes to the development of actions to manage them, through an Enterprise Risk Management framework that integrates the "Strategy - Risk - Corporate Performance" report.

This framework, developed around four methodological pillars (Risk Appetite, Risk Assessment, Risk Management, Risk Reporting), incorporates new analysis technologies and greater use of data analytics, enabling the strategic supervisory bodies (Boards of Directors) and management bodies (CEO and Top Management) to assess and manage uncertainty more effectively in decision-making processes, with the aim of continuously increasing and improving the company's ability to create sustainable value for the various stakeholders.


BENEFITS

The adoption of structured risk management framework and the spread of "risk based" approaches in decision-making processes brings numerous benefits, including: 

  • a better ability to forecast and respond to changes, even unexpected and sudden ones, caused by disruption and crisis events (e.g. pandemics and natural disasters)
  • a better understanding of  risk appetite of shareholders when defining  business targets and corporate strategies;
  •  a capital allocation that takes into account a balance between expected returns and risks exposure underlying critical processes.

All these factors contribute to strengthening the Risk Governance, enhancing an active involvement of all employees, which helps to spread and strengthen the risk culture, providing stakeholders with confidence in our business management approach..

Risk Appetite
The Risk Appetite Framework, approved by the Board, establishes the level of risk that we, as a company, are willing to accept to achieve our objectives. We do this by identifying and assessing the risks for similar areas within the business and management within certain limits defined as acceptable (the so-called “tolerance levels”). The objective is to direct management’s strategies and to support the decision-making processes, encouraging the creation of value and long-term sustainability, in accordance with the risk profile adopted.
Risk Assessment
The aim of the Risk Assessment process is to identify the risk scenarios to which, as a Group, we are exposed, based on a mapping of emerging risks in relation to the evolution of company strategies, our internal structure and the competitive environment in which we operate. The methodology, based on a Risk Model and a classification and taxonomy of Group risks, which was fully revised in 2018, includes the introduction of a Deep Dive Analysis process for the priority risks identified (Top Risk), which provides for the definition and monitoring of suitable response strategies and Key Risk Indicators useful for identifying changes in trends and possible deviations from the strategic objectives and performance to which they are linked.
Risk Management
Operational Risk Management is the process through which a strong integration of the Risk Management structure, within the business processes considered most critical, has been created. The aim is adopting "risk based" approaches in the evaluation processes of relevant operations. This process involves the adoption of information flows among the various corporate structures and the utilization of analyitics tools for the identification and reporting of project risks. These, together with a system for the precise verification of risk metrics and consistency with the risk profile defined by the Group (Risk Appetite Framework), support decision-making processes.
Risk Reporting
Reporting to Top Management and the Strategic Supervision Bodies represents the natural link that can facilitate the Enterprise Risk Management oversight process, through specific periodic information flows that aim to provide a clear view of the Group's level of risk exposure and the response strategies in place.