Board Secretary: Emilia Pucci.

Information regarding any shareholding can be found here. Please note, not all relevant persons are in possession of share, or have made share transactions.

 

BOARD OF DIRECTORS - NUMBERS OF MEETINGS

The data relate to the 2022 financial year and have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi. The data relating to the years 2021 and 2020 have been taken from Assonime’s “Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021)” and from Assonime – Emittenti Titoli S.p.A.’s Notes and Studies 3/2021, “Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain” (2020).

These data refer to the previous Board of Directors and Committees. The current ones have been in office since May 9, 2023.


REMUNERATION COMMITTE - NUMBER OF MEETINGS

The data relate to the 2022 financial year and have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi. The data relating to the years 2021 and 2020 have been taken from Assonime’s “Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021)” and from Assonime – Emittenti Titoli S.p.A.’s Notes and Studies 3/2021, “Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain” (2020).
*The data for 2021 refer to Italian listed companies, whilst the data for 2022 and 2020 refer to Italian listed non-financial companies.

These data refer to the previous Board of Directors and Committees. The current ones have been in office since May 9, 2023.


NOMINATIONS COMMITTE - NUMBER OF MEETINGS

The data relate to the 2022 financial year and have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi. The data relating to the years 2021 and 2020 have been taken from Assonime’s “Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021)” and from Assonime – Emittenti Titoli S.p.A.’s Notes and Studies 3/2021, “Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain” (2020).
*The data for 2021 refer to Italian listed companies, whilst the data for 2022 and 2020 refer to Italian listed non-financial companies.

These data refer to the previous Board of Directors and Committees. The current ones have been in office since May 9, 2023.


AUDIT, RISK, CORPORATE GOVERNANCE AND SUSTAINABILITY COMMITTE - NUMBER OF MEETINGS

The data relate to the 2022 financial year and have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi. The data relating to the years 2021 and 2020 have been taken from Assonime’s “Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021)” and from Assonime – Emittenti Titoli S.p.A.’s Notes and Studies 3/2021, “Corporate Governance in Italy: self-regulation, remuneration and comply-or-explain” (2020).
*The data for 2021 refer to Italian listed companies, whilst the data for 2022 and 2020 refer to Italian listed non-financial companies.

These data refer to the previous Board of Directors and Committees. The current ones have been in office since May 9, 2023.


Composition of TERNA’s Board of Directors at the close of the financial year

BoD
Position
Member
Date of birth
Date of first election (*)
Start date
Expiry of term of office
Slate (**)
DIRECTORS WHO HAVE CEASED TO HOLD OFFICE DURING THE FINANCIAL YEAR
Position
Member
Slate (M/m)(***)
Exec.
Non exec.
Independent as per Code
Independent as per CLF
No. of other positions (****)
Attendance (*****)

Number of meetings held during the financial year: 12.
Quorum required for presentation of the minority slate to appoint one or more directors (pursuant to art. 147-ter CLF): 1%.

1 On 17 March 2022, the Chairwoman, Valentina Bosetti, qualified as independent as per (i) art. 148, paragraph 3 of the CLF as required by art. 147-ter, paragraph 4 of the CLF and (ii) art. 2 of Recommendation 7 of the Corporate Governance Code.
2 Following the resignation, due to other professional commitments, of Yunpeng He, elected by the Annual General Meeting of 18 May 2020 and taken from the slate proposed by the shareholder CDP Reti S.p.A., on 26 January 2022 the Board of Directors co-opted Mr Qinjing Shen on to the Board as Mr He’s replacement. The Annual General Meeting held on 29 April 2022 elected Qinjing Shen as a Director
3 On 23 January 2023, the Director, Ernesto Carbone, tendered his resignation, with immediate effect, following his appointment, by Parliament in joint session, as a member of the Consiglio Superiore della Magistratura
4 On January 11, 2022, the Director, Yunpeng He, tendered his resignation, effective as of the date of appointment of his replacement, due to supervening professional commitments. On 26 January 2022, the Board of Directors co-opted Qinjing Shen to replace the resigning Director. The Annual General Meeting held on 29 April 2022 approved his appointment.

Key

BoD: Board of Directors of Terna S.p.A.

Position: indicates the Chair of the BoD, Deputy Chair, Chief Executive Officer, etc.

Date of first election: this refers to the date on which the Director was elected to the Board of Directors of Terna S.p.A. for the first time for the related three-year term.

Expiry of term of office (approval of financial statements for): this refers to the date on which the current term of office expires.

Exec: this is ticked “√” if the Director can be qualified as executive.

Non Exec: this is ticked “√” if the Director can be qualified as non-executive.

Independent as per Code: this is ticked “√” if the Director can be qualified as independent according to the criteria in the Corporate Governance Code.

Independent as per CLF: this is ticked “√” if Director can be qualified as independent pursuant to art. 148, paragraph 3, of the CLF as set forth in art. 147-ter, paragraph 4 of the CLF.


Notes

(*) Date of first election of each Director refers to the date on which the Director was elected for the first time (ever) to Terna S.p.A.’s BoD.

(**) This column indicates the slate from which each Director was presented - by shareholders (indicating “SH”-Shareholders) or by the BoD (indicating “BoD”).

(***) This column indicates the slate from which each Director was elected - by the majority slates (“M”), or by the minority slate (“m”) or appointed by cooption.

(****) This column indicates the number of positions as a director or statutory auditor held by the Director in other listed companies or in large companies. In the Report on Corporate Governance, the positions are indicated in full.

(*****) This column indicates the Director’s attendance at BoD meetings (indicates the number of meetings attended with respect to the total number of meetings at which he or she could have attended; e.g. 6/9; 9/9 etc.).

Composition of Board Committees at the close of the financial year

Board committees
Board of Directors Related-Party Transactions Committee Audit, Risk, Corporate Governance and Sustainability committee
Position / Qualification Members (*) (**) (*) (**)
DIRECTORS WHO HAVE CEASED TO HOLD OFFICE DURING THE YEAR
MEMBERS WHO ARE NOT DIRECTORS
Board committees
Board of Directors Remuneration committee Nominations committee
Position / Qualification Members (*) (**) (*) (**)
DIRECTORS WHO HAVE CEASED TO HOLD OFFICE DURING THE YEAR
MEMBERS WHO ARE NOT DIRECTORS

1 Following the resignation, due to other professional commitments, of Yunpeng He, elected by the Annual General Meeting of 18 May 2020 and taken from the slate proposed by the shareholder CDP Reti S.p.A., on 26 January 2022 the Board of Directors co-opted Mr Qinjing Shen on to the Board as Mr He’s replacement. The Annual General Meeting held on 29 April 2022 elected Qinjing Shen as a Director.
2 On 23 January 2023, the Director, Ernesto Carbone, tendered his resignation, with immediate effect, following his appointment, by Parliament in joint session, as a member of the Consiglio Superiore della Magistratura.
3 On January 11, 2022, the Director, Yunpeng He, tendered his resignation, effective as of the date of appointment of his replacement, due to supervening professional commitments. On 26 January 2022, the Board of Directors co-opted Qinjing Shen to replace the resigning Director. The Annual General Meeting held on 29 April 2022 approved his appointment.

Notes

(*) This column indicates the Director’s attendance at meetings (indicates the number of meetings attended with respect to the total number of meetings at which he or she could have attended, e.g. 6/8; 8/8 etc.)

(**) This column indicates the Director’s position in the committee: “C”: Chairperson; “M”: Member.