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Procedure for managing, processing and communicating corporate information

Since 2004, we have adopted specific procedures for internal management and processing of confidential data, as well as for external communication of documents and information concerning the company and its subsidiaries. These provisions aim to preserve the privacy of confidential information while ensuring that disclosure of corporate information is correct, complete, appropriate, promptly released and non-selective.

The “Procedure for managing, processing and communicating corporate information of Terna S.p.A. and its subsidiaries” (the “Procedure”), valid since 2016, generally assigns responsibility for the management of confidential company information within their remit to the CEO of the company and the relative heads of the subsidiaries (Sole Director, Chief Executive, Assigned Directors/General Directors, depending on the case). The dissemination of confidential information referring to individual subsidiaries must nonetheless receive prior authorisation from Terna’s Chief Executive Officer.

Furthermore, the methods via which members of the company communicate with the press and other mass media channels are set out (financial analysts and institutional investors).

In 2016, the concept of insider information was also updated, and the procedure regarding the late disclosure of this information was more strictly defined. The relative responsibilities and obligations for reporting to CONSOB were clearly identified, as was the link with the activities pertinent to the establishment and updating of the register of persons with access to confidential information (the Insider List).
The Procedure has been updated to observe the Guidelines issued by CONSOB on the subject, along with certain organisational changes within the Terna Group.

Furthermore, in the interests of protecting corporate information and ensuring an appropriate level of data protection and cybersecurity for computer networks and systems (particularly mission-critical systems) within the Group, in 2016 we pursued various initiatives to improve IT security and mitigate cyber risk, including in regard to subsidiaries, in compliance with the provisions of the “Information Security Policy” regulatory framework and the Information Security Governance Model adopted by the Group, inspired by best practices and leading international standards. 

Developments in the processing of corporate data 

  • April 2004: regulations for the internal management and handling of confidential information;
  • December 2006 and December 2012: addition to the regulations to include the provisions regarding market abuse set out in art. 114, paragraph 1 of the IT Consolidated Law on Finance, aimed at preventing insider trading;
  • July 2016: in line with the provisions of European legislation on market abuse, applicable since 3 July 2016*, substitution of the regulations with the current “Procedure for managing, processing and communicating corporate information of Terna S.p.A and its subsidiaries”;
    *(EU Regulation no. 596/2014, supplemented by the provisions of EU Delegated Regulation no. 2016/522, EU Implementing Regulation 2016/1055 and other relative provisions in effect). 
  • The Procedure was updated in May 2018 to observe the Guidelines issued by CONSOB on the subject, along with certain organisational changes within the Terna Group.

Procedure for managing, processing and communicating corporate information relating to Terna S.p.A. and its subsidiaries (Italian Version Only).

Register of persons with access to insider information

In compliance with the European provisions on market abuse and the list of persons with access to insider information and its relative amendment, in effect from 3 July, 2016*, the company has established and regularly amended the Register of persons who, by way of their own professional activities or roles, have access, on a regular or occasional basis, to insider information.

In this respect, Terna’s Board of Directors has adopted a specific “Procedure for the retention and updating of the Register of persons with access to insider information and potential insider information”, thus updating the provisions already adopted in the past in compliance with Art. 115-bis of the Consolidated Law on Finance and the regulatory directives issued by CONSOB.
* (EU Regulation no. 596/2014, completed by the provisions of the Implementing EU Regulation 2016/347)
This Procedure has also been updated to observe the Guidelines issued by CONSOB on the subject, along with certain organisational changes within the Terna Group.

Procedure for the retention and updating of the Register of persons with access to insider information and potential insider information (Italian Version Only)

Enclosed:
Allegato A1 - Formato Sezioni Occasionali del Registro
Allegato A2 - Formato Sezione Permanente del Registro
Allegato B – FAC-SIMILE informativa iscrizione nel Registro
Allegato B1 – Regolamento (UE) n. 596/2014 del Parlamento Europeo e del Consiglio del 16 aprile 2014 (il “MAR”)
Allegato B2 - Disposizioni sanzionatorie penali e amministrative previste dal Decreto Legislativo 24 febbraio 1998, n. 58
Allegato C – FAC-SIMILE Informativa iscrizione nel Registro delle informazioni potenzialmente privilegiate
Allegato C1 - Formato Sezioni Occasionali del Registro delle Informazioni Potenzialmente Privilegiate
Allegato C2 – Formato Sezione Permanente del Registro delle Informazioni Potenzialmente Privilegiate
Allegato D – FAC-SIMILE informativa cancellazione / aggiornamento Registri