Even before listing on the Italian Stock Exchange, Terna implemented provisions to ensure that Related-Party Transactions would be carried out in accordance with the criteria of procedural and substantial correctness.
For continued alignment with changes in legislation, over the years, the procedures regarding Related-Party Transactions have been progressively restructured and regularly updated.
- Since 2007, in compliance with the provisions of the Corporate Governance Code, Terna has established appropriate internal procedures;
- In 2010, the Board of Directors approved a Procedure (“Procedure for Related-Party Transactions”), effective from 2011, to take into account the provisions of the “Regulations for Related-Party Transactions” adopted by CONSOB, as well as the provisions of the Italian Civil Code and the recommendations of the Corporate Governance Code. A Related-Party Transactions Committee was established by the Board of Directors, consisting of at least three independent Directors, with the advisory and proposal-making functions outlined in the Procedure itself;
- In January 2016, the Board of Directors, with the favourable opinion of the Related-Party Transactions Committee, unanimously resolved to make certain changes to the Procedure for Related-Party Transactions; these changes were mainly formal in nature and aimed to render the document easier to use by all company divisions and relevant parties;
- In December 2016, further amendments were approved aimed at broadening the scope of the Procedure and extending the “Related-Party Register” to strategic senior managers of the Group as selected by Terna’s Chief Executive Officer.
Since 27 April 2017, the Committee Coordinator currently holding office is Board Member Gabriella Porcelli. The other two members are Luca Dal Fabbro and Paola Giannotti.