Powers

Corporate Governance

Terna S.p.A.'s governance structure is based on the traditional administration and management model and is in line with the provisions of Italian legislation on companies with listed shares. Terna adheres to the Governance Code for listed companies published by the Corporate Governance Committee promoted by ABI, Ania, Assonime, Assogestioni, Borsa Italiana and Confindustria, as updated most recently in December 2011 (available on the Borsa Italiana S.p.A website at http://www.borsaitaliana.it) and, in 2012 approved and implemented changes to the Corporate Governance system to meet its commitments provided by the Code as set out in the change implementation timeline provided by the transitory rules. For further details on the governance and powers structure, please see the "Report on corporate governance and ownership structures", published with the Terna and Terna Group Annual Report.

Board of Directors

The Board is vested by the articles of association with the broadest powers for the ordinary and extraordinary management of the Company, and specifically has the power to carry out all the actions it deems advisable to implement and attain the corporate purpose, with the sole exception of those actions that are reserved to the shareholders by law and the articles of association1.

Committees within the Board

Within the Board of Directors, the Remuneration Committee and the Internal Control Committee have been set, both with proposal-making and advisory functions, and made up of at least three Directors, the majority of which independent, pursuant to the Governance Code2. In implementation of the provisions of the new Governance Code for listed companies published by the Corporate Governance Committee promoted by ABI, Ania, Assonime, Assogestioni, Borsa Italiana and Confindustria, December 2011 edition, the Board of Directors, during the meeting of 19 December 2012, approved the necessary changes to the scope of the existing Committees; consequently, the Internal Control Committee will now be known as and have the scope of the Control and Risk Committee required by the new Corporate Governance Code.

Still in the context of the Board of Directors, the Related Party Transactions Committee was established, as required by the "Regulations regarding related party transactions" issued by CONSOB in March 20103.

Chairman of the Board of Directors

The Chairman is vested by the articles of association with the powers to represent the Company legally and to sign on its behalf, presides over shareholders' meetings, convenes and presides over the Board of Directors, and ascertains that the Board's resolutions are carried out; he is also vested with the powers attributed to the Chairman by law and by the Corporate Governance Code the company has adopted.

Chief Executive Officer

The Chief Executive Officer is also vested by the articles of association with the powers to represent the Company legally and to sign on its behalf, and in addition is vested by a Board resolution with all powers for managing the Company, with the exception of those that are otherwise assigned by law or the articles of association or reserved for the Board of Directors4.

 

(1) For further details please see the “Report on corporate governance and ownership structures”, published with the Terna and Terna Group Annual Report.
(2) For further details please see sections VI, VIII and X of the “Report on corporate governance and ownership structures”, published with the Terna and Terna Group Annual Report.
(3) For further details please see Section XII of the “Report on corporate governance and ownership structures”, published with the Terna and Terna Group Annual Report.
(4) For further details please see the “Report on corporate governance and ownership structures”, published with the Terna and Terna Group Annual Report.