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With the powers defined by law and the Bylaws, the Shareholders’ Meeting resolves on the appointment and removal of the members of the Board of Directors and 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 company shares; on the amendments to the Bylaws and on the issuance of convertible bonds.

The Meeting also resolves on actions by Directors in compliance with existing laws, where this is established by the provisions adopted by the Board of Directors regarding Related-Party Transactions that did not receive a favourable opinion by the independent body; it also resolves on urgent transactions submitted by Directors to the Meeting’s consultative vote or linked to company crisis situations. In a consultative role, the Meeting resolves on the remuneration policy for members of the administrative bodies, general managers and Senior Managers with strategic responsibilities.

Ordinary Shareholders' Meeting 2019
The ordinary Shareholders’ Meeting of Terna S.p.A was held in Terna Auditorium in Rome on May 8, 2019.

Meeting Procedures

The Meeting Procedures regulate the orderly and effective conduct of the Meetings and guarantee compliance with the fundamental right of each member to request clarifications on the various subjects under discussion, to express his/her own opinion and to submit proposals. The most recent changes to the Meeting Procedures were adopted by the Shareholders’ Meeting on 13 May 2011.

Meeting Procedures of Terna S.p.A.