Aware of the importance of the prevention of crimes that may be committed in the interests or to the advantage
of the company, since 2002, the Terna group has been equipped with an organisational and management model to guarantee
correct and transparent conduct in company business and activities. In this way, in addition to adapting to the provisions
of Italian Legislative Decree 231 of 2001 regarding the administrative responsibility of companies, the Group is able to
protect its position and image and meet the expectations of stakeholders.
According to Italian Legislative Decree no. 231 of 08 June 2001, companies and institutions
in general may be liable under criminal law - and may therefore incur penalties - for certain crimes committed in
their interests or to their advantage by directors, employees or other parties acting in the name of or on behalf of
the organisation or company. In particular, the Decree takes into consideration crimes related to relations with the
Public Authorities, corporate crimes, crimes linked to occupational safety and the environment, organised crime,
terrorism and market abuse. To minimise the risk of these crimes being committed, each company is obliged to adopt an
“Organisational and Management Model”, a collection of provisions and procedures, including the adoption of
a Code of Ethics
, the introduction of a Supervisory Body and the implementation of control systems and penalties.
The adoption and effective implementation of the Model and the appointment of the Supervisory Body allow the organisation
to take advantage of the clause which releases it from liability in the case of crimes
Terna’s “Modello 231” policy is a ‘dynamic’, ‘shared’ document.
It is ‘dynamic’ in that it is sensitive to every legislative and organisational change. It is
‘shared’ in that its existence involves the entire company population, both during the phase prior
to processing, through risk assessment, and during the implementation phase, through training and raising awareness.
Each of the Group Companies (Terna Rete Italia S.p.A., Terna Plus S.r.l., Terna Interconnector S.r.l., Rete S.r.l.,
Tamini Trasformatori S.r.l.) has also adopted their own 231 Organisational Model which considers the specific activities carried
out by said company, and nominated a Supervisory Body. This choice, in line with the indications of standard practice and case law,
ensures more effective and tangible Organisational Models.
Supervisory Body of Terna S.p.A. and its subsidiaries
The Supervisory Body (hereinafter SB) is a corporate body with decision-making
and auditing powers whose members, appointed by the Board, must meet the requirements
of autonomy, independence, professionalism, continuity of action, respectability and
absence of conflicts of interest. The SB is entrusted with overseeing the observance
of the provisions of the Model, the true efficacy of the Model and its updating, as well
as operational tasks linked to the implementation of the Model.
The Body of the parent company Terna S.p.A. is composed of four members, three of whom are external:
Chairman: Bruno Assumma
External members: Massimo Dinoia, Francesco De Leonardis
Internal member: Francesca Covone
The Terna S.p.A. SB guarantees coordination between the various Supervisory Bodies through plenary meetings,
in order to guarantee a single focus amongst the various supervisory activities, whilst each SB remains entirely autonomous.
Oversight of the model
The oversight structure for the Model 231, within the Terna S.p.A. Legal
and Corporate Affairs division, is dedicated exclusively to oversight of the Organisational
Models of the group and it acts as a technical secretary for the Supervisory Body. It not only
manages activities associated with implementation and updating of the Model, but also those connected with training and raising awareness.
The structure guarantees compliance with Italian Legislative Decree 231, with anti-corruption guidelines
and with associated legislation, through continuous monitoring of the regulatory model and national and
international best practices.
The structure also follows the initiatives associated with anti-corruption and the responsibility of organisations for group companies under foreign law.
Monitoring and updating the Model
The identification of areas at risk of crimes under the terms of Italian Legislative Decree 231 and the rules
of conduct present in the Model are the product of an analysis of company documentation and interviews with personnel
in order to adapt the Model to the characteristics of each group company.
More specifically, in the context of the last risk assessment, a true company “check-up” was carried out,
followed by meetings with over 60 individuals, owners of the relevant processes. Their contribution was essential in outlining
the risks to which each activity is exposed, above all in particularly complex sectors such as dispatching and Information and
Terna’s models and those of its subsidiaries are subject to continuous monitoring to evaluate their
efficiency and guarantee that they are updated in relation to internal changes (in organisational structure,
business activities, etc.) and external changes (legislative changes, best practices, etc.).
In 2016–2017, the main changes regarded:
- methodology: adoption of a specific logic for company processes;
- areas at risk: evaluation of risks connected with work carried out abroad;
- SB: implementation of information flows;
- training and raising awareness.
Training and raising awareness
Training of personnel is an essential element for effective implementation of the Model.
We have therefore created a training plan including both classroom sessions and e-learning
modules, with a wide range of content for different users and using concrete examples. At
the end of the courses, evaluation tests are given out on the topics covered during the lesson,
which also helps to assess teaching quality.
In 2017 alone, the following courses were provided:
- online courses for office staff and middle managers;
- 10 training editions for blue-collar workers, through classroom sessions, with a focus on crimes committed in violation of legislation for the health and safety of employees and environmental crimes;
- 3 training sessions for department and division heads, through classroom sessions, with a focus on the SB and information flows, crimes against the public administrations and market abuse.
The training activities go alongside awareness initiatives, particularly through the “compliance
newsletter” project: a virtual “table” which makes it possible to inform the entire company population
regarding the main legislative and legal developments and regarding the actions taken by Terna to adapt to these changes.
Reporting Breaches of the Organisational and Management Model
Reports of breaches of the Model 231 regulations can be sent via email to: OdV_Terna@terna.it or via post to:
Terna S.p.A. - Organismo di Vigilanza Modello 231
Viale Egidio Galbani, 70
00156 Roma, Italy
Furthermore, the whistleblowing portal is live and available at this site
Terna has adopted the Global Compliance Program and the Anti-Corruption Guidelines along with
the Model 231, in order to strengthen its internal control system for administrative responsibility.
With the former, Terna aims to align efforts made by foreign Group Companies to prevent corporate
criminal liability, and to provide these companies with a shared, cohesive and unvarying approach against
potential illegal behaviour. The Anti-Corruption Guidelines, on the other hand, seek to define the minimum
standards of conduct required for everyone that works for or in the name of Terna. This is to guarantee compliance
with the applicable anti-corruption laws in the various jurisdictions where the Group operates.