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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.

The Board of Directors is currently composed by the following members whose term of office will expire upon the approval of the 2019 financial statement.

Board Secretary: Francesca Covone Legal and Corporate Affairs Director


  • Meetings of the Board and of Committees
  • Remuneration of Directors

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 2018 and the average meeting duration are indicated respectively in Table 1 that is attached to the Annual Report on Corporate Governance and Ownership Structure and in the Section IV, VII, VIII and X of this Report.

Meetings and attendance in 2018

  • the Board of Directors met 10 times
  • the average duration of board meetings was 130 minutes

 

Composition of TERNA’s Board of Directors and of the Committees
B.o.D.
Position
Members
(Last name and first name)
Year of birth
Date of first appointment
In office since
In office until
List
Exec.
Non exec.
Indep. based on Code
Indep. based on Cons. Law on Fin
Directors who resigned from their position during the year in question:
B.o.D.
A.R.C.
R.C.
A.C.
R.P.T.
Commitee
Position
Members
(Last name and first name)
Attendance at meetings of the B.o.D.
Other assignments
(*)
(**)
(*)
(**)
(*)
(**)
(*)
(**)
Directors who resigned from their position during the year in question:
B.o.D.
A.R.C.
R.C.
A.C.
R.P.T.
Commitee
Number of meetings held during the year in question:
10
7
4
5
3
Legal number necessary for submitting the lists during the last appointment:
1%
Note

(1) Mr Corsico, at the last appointment in May 2014, served on the Board of Directors as a member (M) of the Remuneration Committee and as a member (M) of the Related Party Transactions Committee.

(2) Mr Corsico, at the last appointment in May 2014, served on the Board of Director, as the Chairman of the Appointments Committee, and as a member (M) of the Audit and Risk, Corporate Governance and Sustainability Committee.

(3) Mr Yunpeng He, with reference to the previous term, had been co-opted in accordance with Art. 2386 of the Italian Civil Code on 21 January 2015 upon the recommendation of the relative majority shareholder CDP Reti S.p.A., a joint stock company controlled by Cassa Depositi e Prestiti S.p.A. and confirmed by the Shareholders’ meeting on 9 June 2015.

(4) Ms Porcelli, at the last appointment in May 2014, served on the Board of Directors as a member (M) of the Remuneration Committee and as a member (M) of the Related Party Transactions Committee.

(5) Mr Calcagnini was appointed by co-option pursuant to art. 2386 of the Italian Civil Code on 15 February 2019, on the recommendation of the group Cassa Depositi e Prestiti S.p.A., pursuant to the audit report of CDP Reti S.p.A., a relative majority shareholder of Terna S.p.A.

(6) On 31 July 2018, Saglia Director resigned following his appointment by the Prime Minister’s Office as a member of the energy, networks and environment regulatory Authority. The resignation took effect from 10 August. Mr Saglia was a member of the Audit and Risk, Corporate Governance and Sustainability Committee and the Remuneration Committee, in his tenure from May 2014, he served as a member of the Board of Directors as Coordinator (P) of the Related Party Transactions Committee and as a member (M) of the Appointments Committee.

Key

C.d.A.: Board of Directors of Terna S.p.A.

A.R.C: Audit and Risk, Corporate Governance and Sustainability Committee. The “Control and Risk Committee”, already established in Terna S.p.A. according to the provisions of the Corporate Governance Code, with a resolution of the Board of Directors of May 27, 2014 - adding to the previous duties relating to the Corporate Governance system, has been renamed “Control, Risk and Corporate Governance Committee”. Subsequently, with a resolution on December 15, 2016 that added responsibilities relative to sustainability, it took on its current title of Audit and Risk, Corporate Governance and Sustainability Committee, confirmed by the Board of Directors on April 27, 2017, when the internal board committees were reconstituted within the new Board of Directors appointed by the Shareholders’ Meeting of April 27, 2017.

R.C.: Remuneration Committee of Terna S.p.A.

A.C.: Appointments Committee established in Terna S.p.A. by resolution of 27 May 2014.

RPT Committee: Related-Party Transaction Committee established in Terna S.p.A. for approving the Procedure for Related-Party Transactions as indicated by the “Regulation on Related-Party Transactions” issued by CONSOB with Resolution no. 17221 dated March 12, 2010, as subsequently modified by Resolution no. 17389 dated June 23, 2010 (“CONSOB Regulations for Related Parties”). The Committee is made up of at least three directors in possession of the independence requirements provided for in the Procedure, of which one with acting as Coordinator.

Position: It indicates whether Chairman of the B.o.D., Deputy Chairman, CEO, etc.

Date of first appointment:This is the date on which the director was appointed for the very first time to Terna S.p.A.’s B.o.D.

In office since: this refers the date on which the director was appointed for the first time to the Board of Directors of Terna S.p.A. for the reference three-year term for the Management Body of which they are a member.

In office until: This is the date on which the mandate expires.

List: It indicates M/m based on whether the Director was appointed from the majority list (“M”) or from the minority list (“m”) or in any case appointed following co-optation.

Exec: This is ticked if the Director can be qualified as an executive.

Non Exec: This is ticked if the Director can be qualified as a non-executive.

Position: This indicates whether the director is Chairman of the B.o.D., Deputy Chairman, CEO, etc.

Indep. based on Code: : This is ticked if the Director can be qualified as independent according to the criteria of the Corporate Governance Code.

Indep. based on Consolidated Law on Finance: This is ticked if the director has the independence requirements as per Article 148, paragraph 3 of the Consolidated Law on Finance as indicated by Article 147-ter, paragraph 4 of the same Law.

Participation in BoD meetings:: This column indicates the director’s attendance at BoD meetings during the year under consideration (indicates the number of meetings attended with respect to the total number of meetings at which he or she could have attended since assuming office on the BoD; e.g. 6/8; 8/8 etc.).

Other positions: It indicates the total number stated of positions as director or statutory auditor held by the director in other companies listed in regulated markets (also foreign markets), in financial, banking and insurance companies or in large companies, identified on the basis of criteria defined by the Board. For the offices indicated, any positions held in subsidiaries, directly or indirectly, or in which Terna S.p.A. holds an interest are not taken into account. When more than one office is held within the same Group, also for a role with a company belonging to the Group itself, only the most important assignment is considered. For the list of positions held by each Director, please see the brief professional resumes included in this Report.

(*):This column indicates the director’s attendance at meetings of the Committee during the year under consideration (indicates the number of meetings attended with respect to the total number of meetings at which he or she could have attended since assuming office on the Committee; e.g. 6/8; 8/8 etc.).

(**): This column indicates the director’s role in the Committee: “C”: Chairman; “M”: member. The RPT Committee provides for the figure of a Coordinator.

•: This symbol indicates the director in charge of Terna S.p.A.’s internal audit and risk management system.

◊: This symbol indicates the main manager of Terna S.p.A.’ operations (Chief Executive Officer or CEO).

Number of meetings held during the year in question: The information refers the total number of meetings during the year under consideration.

The remuneration of the Directors is established by the Shareholders’ meeting for each Director. Additional payments for members of the Committees formed within the scope of the Board of Directors, according to the provisions of the Corporate Governance Code, are approved by the Board itself, having heard the opinion of the Board of Statutory Auditors; the total financial package received by the Chairman/Chairwoman and the Chief Executive Officer is also decided by the Board of Directors, on the advice of the Remuneration Committee and having heard the opinion of the Board of Statutory Auditors. 


All information on the Company policy regarding the remuneration of members of the management bodies, general managers and Senior Managers with strategic responsibilities with reference at least to the following financial year and the procedures in place for the adoption and implementation of said policy are provided in the “Annual Remuneration Report”. To learn more about our policy, please see the Remuneration section.