Board of Directors | Terna Driving Energy

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Igor De Biasio

Chairman

Giuseppina Di Foggia

Chief Executive Officer and General Manager

Francesco Renato Mele

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 referred to the average number of meetings at Italian listed non-financial companies are related to the 2023 financial year and have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Third Edition, October 2023) by Massimo Belcredi and Stefano Bozzi. The data in this section relating to the years 2022 and 2021 have been taken respectively from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) edited by Massimo Belcredi and Stefano Bozzi, and from Assonime’s “Report on Corporate Governance in Italy: implementation of the Italian Corporate Governance Code (2021)”.

REMUNERATION COMMITTE - NUMBER OF MEETINGS

*In 2023, the Remuneration Committee met jointly with the Related Party Transactions Committee on one occasion.
** The data relating to 2023 and 2022 refer to Italian listed non-financial companies, while the data relating to 2021 refer to Italian listed companies. The data relating to 2023 were taken from the “Fin-Gov Report on Corporate Governance in Italy” (Third Edition, October 2023) by Massimo Belcredi and Stefano Bozzi, while the data referring to 2022 and 2021 were taken respectively from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi, and Assonime’s “Report on Corporate Governance in Italy: implementation of the Italian Corporate Governance Code (2021)”.

NOMINATION, GOVERNANCE AND SCENARIOS COMMITTE - NUMBER OF MEETINGS

*The data relating to 2023 and 2022 refer to Italian listed non-financial companies, while the data relating to 2021 refer to Italian listed companies. The data relating to 2023 were taken from the “Fin-Gov Report on Corporate Governance in Italy” (Third Edition, October 2023) by Massimo Belcredi and Stefano Bozzi, while the data referring to 2022 and 2021 were taken respectively from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi, and Assonime’s “Report on Corporate Governance in Italy: implementation of the Italian Corporate Governance Code (2021)”.
On 9 May 2023 - following the re-election of the Board of Directors by the Annual General Meeting of the Company’s shareholders held on the same date - the BoD reassigned various tasks relating to the Board Committees, maintaining the topic of sustainability within the Audit, Risk and Sustainability Committee, in line with the term of office of the previous Board, and entrusting corporate governance matters to the Nominations Committee, which was also assigned tasks relating to strategic scenarios.

AUDIT, RISK AND SUSTAINABILITY COMMITTEE - NUMBER OF MEETINGS

*In 2023, the Audit, Risk and Sustainability Committee met jointly with the Related Party Transactions Committee on three occasions, as described in greater detail in Sections X and XII of this Report.
** The data for 2023 and 2022 refer to Italian listed non-financial companies, whilst the data for 2021 refer to listed Italian companies. In particular, the data for 2023 have been taken from the “Fin-Gov Report on Corporate Governance in Italy” (Third Edition, October 2023) by Massimo Belcredi and Stefano Bozzi, whilst the data for 2022 and 2021 have been taken respectively from the “Fin-Gov Report on Corporate Governance in Italy” (Second Edition, November 2022) by Massimo Belcredi and Stefano Bozzi , and from the Assonime’s “Report on Corporate Governance in Italy: the implementation of the Italian Corporate Governance Code (2021)”.
On 9 May 2023 – after re-election of the Board of Directors by the General Meeting of the Company’s Shareholders held on the same date - the BoD reassigned certain competences regarding the Board Committees, maintaining the topic of sustainability within the Audit, Risk and Sustainability Committee, in line with the term of office of the previous Board, and entrusting corporate governance matters to the Nominations Committee, which was also assigned tasks relating to strategic scenarios.

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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 (**)

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: 14.
Quorum required for presentation of the minority slate to appoint one or more directors (pursuant to art. 147-ter CLF): 1%.

¹ On 23 January 2023, Director Ernesto Carbone tendered his resignation, effective immediately, following his appointment by the Parliament in Common Session as a member of the High Judicial Council.

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 (altogether owning 30,264,515 shares and representing a total of 1.50570% of Terna’s share capital) - 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		RPT COMMITTEE		AUDIT, RISK, AND SUSTAINABILITY COMMITTEE¹
Board committees
POSITION / QUALIFICATION	MEMBERS	(*)	(**)	(*)	(**)
DIRECTORS WHO HAVE CEASED TO HOLD OFFICE DURING THE YEAR
MEMBERS WHO ARE NOT DIRECTORS

BOARD OF DIRECTORS		REMUNERATION COMITTEE		NOMINATIONS, GOVERNANCE AND SCENARIOS COMMITTEE¹
Board committees
POSITION / QUALIFICATION	MEMBERS	(*)	(**)	(*)	(**)
DIRECTORS WHO HAVE CEASED TO HOLD OFFICE DURING THE YEAR
MEMBERS WHO ARE NOT DIRECTORS

¹ On 9 May 2023 - following the re-election of the Board of Directors resolved upon by the General Meeting of Shareholders of the Company held on the same date - the Board of Directors redistributed certain duties relative to the Board Committees, keeping the issue of sustainability within the purview of the Control and Risk Committee, in line with the previous Board, and entrusting Corporate Governance issues to the Nominations Committee, which was also assigned tasks concerning strategic scenarios.
² During 2023, the RPT Committee held 13 meetings. From 1 January 2023 to 8 May 2023, 4 meetings were held - in which the Director, Marco Giorgino participated as Chairman - while from 9 May 2023 to 31 December 2023, 9 meetings were held, in which the Director, Marco Giorgino participated as a member of the Committee. In total, in 2023, the Director, Marco Giorgino attended all 13 meetings of the RPT Committee held in 2023.
³ During 2023, the Audit, Risk and Sustainability Committee (referred to as the Audit, Risk, Corporate Governance and Sustainability Committee until 9 May 2023) held 16 meetings. From 1 January 2023 to 8 May 2023, 6 meetings were held - in which the Director, Marco Giorgino participated as a member of the Committee - while from 9 May 2023 to 31 December 2023, 10 meetings were held, in which the Director, Marco Giorgino participated as Chairman. In total, the Director, Marco Giorgino attended all 16 meetings of the Audit, Risk and Sustainability Committee held in 2023.
⁴During 2023, the Remuneration Committee held 11 meetings. From 1 January 2023 to 8 May 2023, 5 meetings were held, and from 9 May 2023 to 31 December 2023, 6 meetings were held. the Director, Jean-Michel Aubertin was a member of the Committee until 9 May 2023 and therefore attended all 5 meetings held until that date.
⁵ During 2023, the Nominations, Governance and Scenarios Committee (referred to as the Nominations Committee until 9 May 2023) held 12 meetings. One meeting was held between 1 January 2023 and 8 May 2023, and 11 meetings were held between 9 May 2023 and 31 December 2023. The Director, Jean-Michel Aubertin was a member of the Committee, both in the previous and current terms of office, and therefore attended all 12 meetings of the Committee held in 2023.
⁶ 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.

Key

ARSC.: Terna’s Audit, Risk and Sustainability Committee Terna.
C.R.: Terna’s Remuneration Committee.
N.C.: Terna’s Nominations, Governance and Scenarios Committee.
RPT Committee: Related Party Transactions Committee.

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”: Chair; “M”: Member.