In developing the Policy, the Board took into consideration the principles and criteria contained in the Corporate Governance
Code and in particular that the CEO and GM is the addressee of a Policy in which a significant part of the remuneration
is linked to the achievement of specific performance targets, including non-economic targets, (e.g. Sustainability indicators).
Similar principles also inspired the Policy for other Senior Executives with Strategic Responsibilities.
In implementing the above principles, we can note that:
- the remuneration of Directors not holding special office is commensurate to participation in Board Committees, with different
fees for the Chairman/Chairwoman compared to the members of each Committee;
- the remuneration of the Chairwoman of the Board of Directors consists of a fixed amount in line with the role held;
- the remuneration of the Chief Executive Officer and, if the position exists, of the General Manager, is adequately balanced
- a fixed component, in line with the delegated powers and/or responsibilities attributed and sufficient to remunerate
the services should the variable component not be paid due to failure to achieve the performance targets specified
by the Board of Directors;
- a variable component linked to the achievement of pre-established, measurable and well defined objectives in order to
remunerate the performance achieved both in the short and long term, in line with the economic and financial targets
of the Company’s Strategic Plan;
- severance payments for the termination of the role of Director, as well as for the position of General Manager in the
case of termination of employment, except in specific cases.
Please note that Senior Executives with Strategic Responsibilities will see the implementation of a similar policy to the
one provided for the General Manager role.
Finally, the Policy takes into account the nature and risk level compatible with the objectives of Terna’s Strategic
Plan, approved by the Board of Directors in its Meeting on 21 March 2018.
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