Profiles and roles of Terna’s top management.
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.
Meetings of the Board and of Committees
The Directors gather regularly and carry out tasks based on their full knowledge and in autonomy, pursuing the objective of creating value for shareholders, taking into account the social aspects of the Group’s activities and the resulting need to adequately consider all stakeholders involved while performing these activities.
The participation of Directors in the meetings of the Board of Directors and of the Board’s internal Committees during the year and the average meeting duration are indicated in Table 1 that is attached to the Annual Report on Corporate Governance.
Remuneration of Directors
The compensation of the Directors is established by the Shareholders’ meeting for each Director (art. 24.1 of the Bylaws).
Extra compensation for the members of the Committees, formed within the Board of Directors in compliance with the Governance Code of Borsa Italiana (Borsa Italiana S.p.A. is responsible for the organisation and management of the Italian stock exchange) and with the Provisions relating to transactions with related parties, is resolved by the Board itself, following the evaluation by the Board of Statutory Auditors, in compliance with art. 2389, paragraph 3, of the Civil Code and with art. 24.2 of the Bylaws; the overall compensation for the Chairman and the CEO is also identified by the Board of Directors based on the proposal submitted by the Remuneration Committee and following the evaluation by the Board of Statutory Auditors.
A portion of the compensation of the CEO is bound to the economic results achieved by the Company and to the attainment of specific objectives indicated in advance by the Board of Directors in line with art. 7.C.1 of the Governance Code of listed companies published by Borsa Italiana in March 2006.
Compensation of Non-executive Directors is adequate to the commitment demanded to each one of them, considering their possible participation in one or more committees. Compensation is not bound to the economic achievements of the Company. Non-executive Directors are not eligible to share-based incentive plans.
The remuneration received by Directors during the year 2010 is indicated in the note to the Financial Statement. The information regarding Directors’ compensation after resignation, dismissal or termination of employment following a takeover bid (as established by art. 123 bis, paragraph 1, letter i), of the Consolidated Law on Finance and by CONSOB Communication no. 11012984 dated 24/2/2011 paragraph 2.3 for the year 2010), is included in the Annual Report on Corporate Governance.
