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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 2017 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 2017

  • the Board of Directors met 12 times
  • the meetings were attended on average by 98,61% of directors
  • the average duration of board meetings was 89 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.
C.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.
C.R.C.
R.C.
A.C.
R.P.T.
Commitee
Number of meetings held during the year in question:
12
9
7
5
2
Legal number necessary for submitting the lists during the last appointment:
1%
Note

(1) Director Corsico, during the time covered in his previous office from May 2014, carried out the role of member (M) of the Remuneration Committee and member (M) of the Related-Party Transactions Committee, in the scope of the BoD.

(2) Director Dal Fabbro, during the time covered in his previous office from May 2014, carried out the role of Chairman (C) of the Appointment Committee and member (M) of the Audit and Risk, Corporate Governance and Sustainability Committee, in the scope of the BoD.

(3) The Director Yungpeng He was appointed on January 21, 2015 by co-optation, pursuant to Art. 2386 of the Italian Civil Code, by indication 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 June 9, 2015.

(4) Director Porcelli, during the time covered in her previous office from May 2014, carried out the role of member (M) of the Remuneration Committee and member (M) of the Related-Party Transactions Committee, in the scope of the BoD.

(5) Director Saglia, during the time covered in his previous office from May 2014, carried out the role of Coordinator (C) of the Related-Party Transactions Committee and member (M) of the Appointment Committee, in the scope of the BoD.

(6) From April 28, 2008 to May 27, 2014, the Chief Executive Officer Matteo Del Fante, within the Board of Directors, held the positions of Director and member of the Appointment Committee and Chairman of the Related Party Transactions Committee.

(7) Director Carlo Cerami took over as a member of the Audit and Risk, Corporate Governance and Sustainability Committee on March 4, 2015 replacing Director Simona Camerano, who resigned on November 27, 2014.

Key

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

C.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.: Appointment Committee established in Terna S.p.A. with a resolution of May 27, 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 is the date on which the director was appointed for the very first time to Terna S.p.A.’s B.o.D. in the period of the relevant three-year mandate of the Administrative Body of which he or she has been a member (i.e.: for the BoD appointed by the Shareholders’ Meeting of May 27, 2014, refers to the three years 2014-2016; for the BoD appointed by the Shareholders’ Meeting of May 13 2011, refers to the three years 2011-2013).

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: It indicates whether Chairman of the Board of Statutory Auditors, Standing Auditor, Alternate Auditor

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.

Attendance at meetings of the B.o.D.: This column indicates the director’s attendance at meetings of the B.o.D. 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 B.o.D.; 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. In calculating the positions indicated, those held in subsidiaries, either directly or indirectly controlled, namely TERNA S.p.A.’s subsidiaries, were not included. 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.’s 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.