Management of company information

In April 2004, in accordance with the provisions of the Governance Code in force at the time, the company's Board of Directors adopted a specific regulation for the internal management and processing of confidential information, also setting out procedures for the external communication of documents and information concerning the company and its subsidiaries, aimed at preserving the confidentiality of confidential information, whilst also assuring that the market disclosure in relation to company data is correct, complete, suitable, timely and not selective.

This regulation - which also provides guidance for the subsidiaries, to assure that they provide Terna with all information necessary to fulfil the communication obligations set out by the law - was then supplemented in December 2006, with specific reference to the inside information pursuant to Article 114, paragraph 1 of the Consolidated Law on Finance, aimed at preventing insider training and, most recently, updated on December 19, 2012 by the CEO according to the proxies received from the Board to consider the applicable regulatory innovation and the new organisational and document structure of the Group (Article 1.C.1, letter j) of the Governance Code).

The Directors and Statutory Auditors of Terna and its subsidiaries are required to comply with the provisions of this regulation and, in any case, keep all documents and information acquired in the performance of their duties, as well as the content of any discussions during Board meetings, confidential.

The regulation - available on the company's website www.terna.it under the section “Investor Relations/Corporate Governance/Regulations and Procedures/Information Management Regulations” - assigns, on a general basis, the CEO of the company and the respective company heads (sole director, executive chairman, chief executive officers and/or general managers, as applicable) of the subsidiaries, the management of the relevant confidential information, establishing that disclosure of the information relating to the individual subsidiaries must in any case take place with the authorisation of the company's CEO.

Moreover, the regulation establishes specific procedures to be followed when disclosing Company documents and information outside the Company, with particular focus on the disclosure of privileged information. It also scrupulously governs the way in which members of the Company should deal with the press and other mass communication means (i.e. financial analysts and institutional investors) (Comment to Article 1 of the Governance Code).

Lastly, specific “Measures for persons committing violations” are also envisaged in the regulation’s provisions.

Moreover, in the more general interests of protecting information and to guarantee the security of information within the Group, in 2012, Terna also gave specific guidelines for subsidiaries too, contained in the document "Information Security Policy - Strategic Guidelines", adopting a security governance model inspired by the strictest standards of Information Security Management Systems (ISMS).

In compliance with the provisions of Article 115-bis of the Consolidated Law on Finance and with the regulatory measures issued by CONSOB, Terna’s Board of Directors created a specific list of people with access to privileged information within Terna. It also prepared a specific regulation to govern how the list should be held and updated. The same regulation requires that subsidiaries also create their own Registers.

As of April 2004, the Company’s Board of Directors also approved the internal dealing Corporate Governance Code, in compliance with the regulatory measures laid down by Borsa Italiana S.p.A., establishing the market transparency requirement for listed companies with respect to significant transactions, involving the financial instruments of the Company or its subsidiaries, carried out by people with significant decision-making powers in the Company and with access to price sensitive information (so called “relevant persons”).

Following the entrance into force of the new internal dealing regulations that were introduced by Law no. 62 dated April 18, 2005 ("2004 Community Law" that integrated the provisions of Article 114 of the Consolidated Law on Finance) and of the relative implementing provisions (Articles from 152-sexies to 152-octies and Attachment 6 of the Issuers Regulations), starting from 2006 Terna adopted a specific internal Procedure to identify Terna's "relevant persons" and to manage, handle e disseminate to the market information regarding financial instruments of the Company.

Within this Procedure - subsequently updated based on CONSOB explanations and on the structural asset of the Company - Terna deemed appropriate to maintain, for the "relevant persons" identified, the obligation to refrain - either directly or indirectly - from carrying out transactions that are subject to internal dealing regulations during two blocking periods in concomitance with the approval of the draft financial statement and of the half-year report by Terna's Board of Directors.

The transparency obligations are governed by legislative and/or regulatory provisions of reference, as in force at the time (Article 114, paragraph 7 of the Consolidated Law on Finance and Article 152-sexies et seq. of the Issuers Regulation, as resulting following the simplifications made by CONSOB Resolution no. 18079 of January 20, 2012 published in the Official Journal of February 7, 2012, aimed at combining the competitiveness of the market with the necessary investor protection and the related thresholds for the disclosure of operations subsequent to those already disclosed).

This procedure is available in the Company's website www.terna.it in the "Investor Relations/Corporate Governance/Regulations and Procedures/Internal Dealing" section. The procedure includes the following qualifying elements, which are considered adequate in heightening its qualitative content:

  • application of internal dealing transparency obligations towards “relevant persons” within the Company and its subsidiaries as identified in the procedure (in addition to Terna’s actual Directors and Statutory Auditors, the list of which is updated in line with the organisational changes made to the company);
  • “relevant persons” are not allowed to carry out transactions (other than the exercise of options) during the 30 days before the approval of the draft financial statements and half year report by Terna's Board of Directors. Moreover, the Board can establish additional blocking periods during the year, following specific events;
  • an adequate penalty system was created for “relevant persons” identified as violating the measures of this procedure.