Board of Directors | Terna Driving Energy

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Igor De Biasio

Chairman

Giuseppina Di Foggia

Chief Executive Officer and General Manager

Stefano Cappiello

Director

Qinjing Shen

Director

Regina Corradini D’Arienzo

Director

Angelica Krystle Donati

Director

Enrico Tommaso Cucchiani

Director

Gian Luca Gregori

Director

Simona Signoracci

Director

Marco Giorgino

Director

Karina Audrey Litvack

Director

Jean-Michel Aubertin

Director

Anna Chiara Svelto

Director

Board Secretary: Andrea Sacco Ginevri

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

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BOARD OF DIRECTORS - NUMBERS OF MEETINGS

* The data in this section on the average number of meetings of Italian listed non-financial companies for financial year 2024 have been taken from “The Fin-Gov Report on Corporate Governance in Italy” (fourth edition, November 2024) by Massimo Belcredi and Stefano Bozzi. The data for 2023 and 2022 have been taken respectively from the third edition (October 2023) and the second edition (November 2022) of the report”.

REMUNERATION COMMITTE - NUMBER OF MEETINGS

* The data for 2024, 2023 and 2022 concern Italian listed non-financial companies. Specifically, data relating to financial year 2024 have been taken from “The Fin-Gov Report on Corporate Governance in Italy” (Fourth Edition, November 2024) by Massimo Belcredi and Stefano Bozzi. The data for 2023 and 2022 have been taken respectively from the third edition (October 2023) and the second edition (November 2022) of the report.

NOMINATION, GOVERNANCE AND SCENARIOS COMMITTE - NUMBER OF MEETINGS

On 23 October 2024, the Board of Directors of Terna S.p.A. reorganised the Board Committees; this involved, inter alia, renaming the Committee as Sustainability, Governance and Scenarios Committee. This Committee held 4 meetings from 23 October to 31 December 2024.

* The data for 2024, 2023 and 2022 concern Italian listed non-financial companies. Specifically, data relating to financial year 2024 have been taken from “The Fin-Gov Report on Corporate Governance in Italy” (Fourth Edition, November 2024) by Massimo Belcredi and Stefano Bozzi. The data for 2023 and 2022 have been taken respectively from the third edition (October 2023) and the second edition (November 2022) of the report.

AUDIT, RISK AND SUSTAINABILITY COMMITTEE* - NUMBER OF MEETINGS

On 23 October 2024, the Board of Directors of Terna S.p.A. reorganised the Board Committees; this involved, inter alia, renaming the Audit and Risk Committee. This Committee held 2 meetings from 23 October to 31 December 2024.

* Please note that in 2024 the Audit, Risk and Sustainability Committee met twice jointly with the Related-Party Transactions Committee, as described in detail in Sections X and XII of this Report.
** The data for 2024 and 2023 refer to Italian listed non-financial companies. Specifically, data for financial year 2024 have been taken from “The Fin-Gov Report on Corporate Governance in Italy” (Fourth Edition, November 2024) by Massimo Belcredi and Stefano Bozzi. The data for 2023 and 2022 have been taken respectively from the third edition (October 2023) and the second edition (November 2022) of the report.

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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 (**)

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%.

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 co-optation. In this regard, it should be noted that the slate - submitted by a group of Shareholders made up of asset management companies and other institutional investors - obtained the majority of the votes cast by the capital represented in the Ordinary Annual General Meeting of shareholders held on 9 May 2023 (53.641545% of the share capital).

(****) 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.).

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Composition of Board Committees at the close of the financial year

BOARD OF DIRECTORS		RELATED-PARTY TRANSACTIONS COMMITTEE		AUDIT, RISK, AND SUSTAINABILITY COMMITTEE¹
Board committees
POSITION / QUALIFICATION	MEMBERS	(*)	(**)	(*)	(**)
MEMBERS WHO ARE NOT DIRECTORS

BOARD OF DIRECTORS		REMUNERATION COMITTEE²		NOMINATIONS, GOVERNANCE AND SCENARIOS COMMITTEE³
Board committees
POSITION / QUALIFICATION	MEMBERS	(*)	(**)	(*)	(**)
MEMBERS WHO ARE NOT DIRECTORS

Given that the Board Committees were reorganised on 23 October 2024, the figures in the table refer to the meetings held by the Board Committees up to that date. The following notes contain data on the meetings held by the committees with the new structures after 23 October 2024, except for the meetings of the Related-Party Transactions Committee, for which all the meetings held during 2024 are reported, as its composition and functions did not change following the above reorganisation of the committees.
¹ Following the change in the committee structure on 23 October 2024, responsibilities for sustainability issues were assigned to the Sustainability, Governance and Scenarios Committee. The figures in the table refer to the Audit, Risk and Sustainability Committee meetings held until 23 October 2024. From that date, the Audit and Risk Committee has held its meetings, with the following composition: Marco Giorgino (Chair), Enrico Tommaso Cucchiani (Member), Karina Audrey Litvack (Member), Jean-Michel Aubertin (Member) and Francesco Renato Mele (Member). As of 23 October 2024, the Audit and Risk Committee met twice with the following attendance data: Marco Giorgino (2/2), Enrico Tommaso Cucchiani (2/2), Karina Audrey Litvack (2/2), Jean-Michel Aubertin (2/2); Francesco Renato Mele (1/2).
² Following the change in the committee structure on 23 October 2024, nomination responsibilities were assigned to the former Remuneration Committee. The figures in the table refer to the Remuneration Committee meetings held until 23 October 2024. As of that date, the Remuneration and Nominations Committee was established as follows: Enrico Tommaso Cucchiani (Chair), Regina Corradini D’Arienzo (Member), Karina Audrey Litvack (Member), Gian Luca Gregori (Member) and Simona Signoracci (Member). As of 23 October 2024, the Remuneration and Nominations Committee did not hold any meetings.
³ The figures in the table refer to the Nominations, Governance and Scenarios Committee meetings held until 23 October 2024. From that date, the Sustainability, Governance and Scenarios Committee has held its meetings, with the following composition: Igor De Biasio (Chair), Simona Signoracci (Member), Quinjing Shen (Member), Anna Chiara Svelto (Member) and Jean-Michel Aubertin (Member). As of 23 October 2024, the Sustainability, Governance and Scenarios Committee met four times with the following attendance figures: Igor De Biasio (4/4), Simona Signoracci (4/4), Quinjing Shen (4/4), Anna Chiara Svelto (4/4) and Jean-Michel Aubertin (3/4).
⁴ At the meeting of 8 May 2024, the Board of Directors of Terna S.p.A. resolved to increase to five the number of members of the “Related-Party Transactions Committee”, in order to align with the other Committees within the Board, all established with Board resolution of 9 May 2023. The Board of Directors therefore resolved to appoint Simona Signoracci as additional member of the aforementioned Committee, confirming the presence of Angelica Krystle Donati, Marco Giorgino and Gian Luca Gregori and maintaining Anna Chiara Svelto as Chair of the Committee.

Notes

(*) This column indicates the Director’s attendance at Committee meetings.

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