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.
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.
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.
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.
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.
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.
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.
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
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.