Related party transactions

Having been determined in 2007 that Cassa Depositi e Prestiti S.p.A. exercises de facto control, related party transactions undertaken by the Group during 2012 consisted of intercompany transactions, transactions with employee pension funds (Fondenel and Fopen), and transactions with companies of:

  • the GSE Group;
  • the Enel Group;
  • the Eni Group;
  • the Ferrovie dello Stato (State Railway) Group;

and with ANAS S.p.A.

Related party transactions carried out in 2012 consisted substantially of services under the scope of ordinary business and settled at market terms, as is described in greater detail in the Consolidated and Separate Financial Statements at 31 December 2012. In addition, transactions with members of the Board of Statutory Auditors of the Parent Company, and in particular their fees, are detailed in the comments on the "Services" item in the Notes to the Consolidated Financial Statements at 31 December 2012, to which reference should be made.

It should be recalled that the rules on Corporate Governance and Ownership Structures which the Parent Company has produced, detailed in the specific Report published together with the 2012 Financial Report, to which you are referred, lay down the conditions for ensuring that related party transactions be carried out observing the criteria of procedural and substantial correctness and at the same terms that would apply to independent counterparties and for guaranteeing the transparency of disclosures to the market.

We can note that, during 2012, no significant transactions, that is to say related party transactions identified in compliance with the provisions of Appendix 3 to the "Regulation containing rules on related-party transactions" (adopted with Consob Resolution No. 17221 of 12 March 2010, as amended with Consob Resolution No. 17389 of 23 June 2010), were carried out, nor were transactions subject to compulsory disclosures but concluded applying the exclusion established by the Regulation, insofar as they were “transactions coming under the scope of the ordinary business of the Company's continuing operations or those of its subsidiaries or associates or financial activities related thereto, provided that they were concluded at conditions equivalent to market or standard terms”.

Please note that in accordance with new regulations introduced by Consob Resolution No. 18049 of 23 December 2011 published in the Italian Official Journal No. 303 of 30 December 2011 and in force as from 31 December 2011, the disclosure on fees relating to “members of the administrative and auditing bodies, general managers” and other “executives with strategic responsibilities” and on the equity interests held by the same, was included in the annual remuneration report published at the same time as the 2012 Financial Report of Terna and of the Terna Group.