Executive in Charge of the preparation of the company's accounting documents

In implementation of Article 154-bis of the Consolidated Law on Finance - introduced by Law no. 262 of December 28, 2005 and subsequently modified by Legislative Decree no. 303 of December 29, 2006 - Terna's Shareholders’ Meeting of May 24, 2007 provided for in the Bylaws (Article 21.4) the position of the Executive in Charge of the preparation of the company's accounting documents (Executive in Charge), delegating his appointment to the Board of Directors, following the indication by the Board of Statutory Auditors, based on specific requirements of professionalism.

The choice to reserve the appointment and revoking of the Executive in Charge to the Board of Directors was carried out in line with Law provisions that directly acknowledge the Board of Directors a specific task of supervision (Article 154-bis, paragraph 4 of the Consolidated Law on Finance). In this regard - under the scope of the guideline "Internal Control and Risk Management System of the Terna Group", as most recently updated on December 19, 2012 and already presented in this section - the Board has specifically assigned the figure of the Internal Control and Risk Management System Director, regulated by the Governance Code, the task of making the proposal for appointment.

The Executive must also be in possession of requirements of honour indicated by Law and of professionalism indicated in the Bylaws (Article 21.4).

In particular, the Executive in Charge of the preparation of accounting documents must have a total experience of at least three years in:

  1. administration activities, finance and control and/or managing functions inherent to the activity of preparation and/or analysis and/or evaluation and/or verification of company documents whose complexity is comparable to accounting documents of the Company; or
  2. activity of legal control of the accounts in companies listed in Italian regulated markets or in those of other countries of the European Union; or
  3. professional activities or university teaching in financial or accounting subjects.

The Board of Directors, in compliance with the regulations, has immediately appointed as Executive in Charge Luciano Di Bacco, after verification of the requirements of honour and professionalism. Such appointment has also involved the adjustment of the organisational structure of the Company attributing to the Executive autonomy and authority with the institution of a specific Senior Manager reporting directly to the CEO.

The Executive carries out all the activities necessary to give the Board of Directors the possibility to comply with its supervision tasks as per Article 154-bis, paragraph 4 of the Consolidated Law on Finance.

The Executive in Charge issues a declaration on the compliance, under Article 154-bis, paragraph 2 of the Consolidated Law on Finance, with the action and communications of the Company provided for by Law or communicated to the market, with reference to the report, even half-year, of the Company, to documents, and the accounting books and records. These declarations have been made since the half-yearly report of 2007.

In accordance with Article 154-bis, paragraph 3 of the Consolidated Law on Finance, the Executive in Charge prepares suitable administrative and accounting procedures to prepare the statutory financial statements and consolidated financial statements and any other financial communication requiring his issue of a certificate. In this regard, the Executive in Charge certifies, together with the appointed administrative bodies, with a specific report on the statutory financial statements, the abridged interim financial statements and the consolidated financial statements, their suitability and effective application, in accordance with paragraph 5 of the same Article, according to the model established in the Issuers Regulation. These declarations have been made since the financial statements as at December 31, 2007.

In 2012, following the reorganisation of the Terna Group, by agreement with the CEO also in his capacity as "Director in charge of the Internal Control and Risk Management System", the Director in Charge has updated the administrative and accounting procedures on the basis of the new organisation, and:

  • the financial disclosure control system, also referred to as the "Model 262”;
  • the Regulation of the Executive in Charge;
  • the Administrative and Accounting procedures;
  • the Analysis of the Internal Control and Risk Management System at an entity level.

Testing operations were also conducted for verifying the implementation of the actual control.

In accordance with the provisions of the Governance Code, the Executive in Charge has, together with the Control and Risk Committee, evaluated the correct use of the accounting standards (Article 7.C.2, letter a) of the Governance Code).