Our Governance system is oriented towards creating value for our shareholders. This section includes the main roles, responsibilities and processes for improving the company’s organization and performance.
Terna’s Corporate Governance system is consistent with the principles included in the Governance Code for listed companies, with the recommendations expressed by Consob on the subject and, more generally, with the international best practices.
Terna’s corporate governance system mainly aims at creating value for shareholders. This target was set based on the awareness of the social importance of the activities which the Group is involved in and on the resulting need to adequately consider all stakeholders involved while performing these activities.
With a specific Annual Report, Terna provides information regarding the development of its Governance System with reference to the provisions of the Governance Code of Borsa Italiana which the Company has adopted.
Terna’s Corporate Governance: structure of the Company
Shareholders’ Meeting
The Shareholders’ Meeting is the body that expresses the intentions of its members. With the powers defined by the law and by the Bylaws, the Shareholders’ Meeting resolves on the appointment and removal of the members of the Board of Directors and of the Board of Statutory Auditors and concerning their remuneration and responsibilities; it resolves on the approval of the financial statements and the allocation of profits; on the acquisition and disposal of the company’s shares; on the amendments to the Bylaws and on the issuance of convertible bonds. |
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Board of Directors
The Board of Directors is appointed by the Shareholders’ Meeting and is in charge of the company management.
The Board of Directors heads all the departments and responsibilities, the strategic and organizational policies of the Company and of the Group, and verifies the existence of the necessary controls for monitoring the performance of the Company and of its subsidiaries. |
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Board of Statutory Auditors
It is responsible for ensuring compliance with the law and with the Bylaws, as well as with the principles of proper administration in carrying out company activities; it is responsible for verifying the adequacy of the organizational structure, of the internal auditing system and of the company’s administrative-accounting system; it carries out the duties assigned to the Board in compliance with the law and with the Governance Code of listed companies. |
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Internal Auditing Committee
The Committee is in charge of carrying out the duties established by the Governance Code.
It assists in drafting the policies and guidelines for the internal auditing system and in periodically verifying their adequacy and effective implementation.
The Internal Auditing Committee is formed by non-executive board members, most of which are independent; at least one member has experience in accounting and finance.
Coordinator Mr Paolo Dal Pino |
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Remuneration Committee
The Committee is in charge of carrying out the duties established by the Governance Code. It assists in determining the remuneration criteria of the Company’s CEO and of the other Board Members holding special positions and in determining the remuneration criteria of the Company’s top management and of its subsidiaries.
This committee is presently formed by non-executive members, most of which are independent.
Coordinator Mr Salvatore Machì |
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Auditing Company
PricewaterhouseCoopers S.p.A. - Member in Charge: Mr Paolo Caccini |
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