Corporate Governance

Terna's governance structureis based on the traditional model of administration and control, and is compliant with the provisions of the Italian legislation on the subject of listed companies. Terna has adopted the Corporate Governance Code of listed companies published by the Committee for Corporate Governance sponsored by ABI, ANIA, Assonime, Assogestioni, Borsa Italiana, Confindustria according to the latest update in December 2011 and in 2012 approved and implemented the revisions of the Corporate Governance systemto observe the commitments set out by the Code as anticipated by the timeline for adjustment scheduled by the temporary regulations.

The Company’s Corporate Governance systemis therefore in line with the principles contained in the Corporate Governance Code – which can be consulted on the web site of Borsa Italiana, www.borsaitaliana.it – with the relevant regulations formulated by the CONSOB, and in general with the best practicesfound at the international level.

This corporate governance model aims to create value for our shareholders, while reflecting awareness of the social significance of the Group’s activities and the need to appropriately consider all the interests involved in carrying them out, while acknowledging that – as noted by CONSOB – “good Corporate Governance can trigger a virtuous circle in terms of corporate efficiency and integrity, which will also positively influence the other stakeholders”.

The Board of Directors, which is elected by the Shareholders' Meeting, is charged with  corporate management. The Board of Directors is responsible for establishing strategic and organizational guidelines for the Company and the Group, as well as ensuring that the controls necessary for monitoring the performance of the Company and its subsidiaries are in place.

BOARD OF DIRECTORS IN OFFICE AT 31.12. 2012

Office Members Executive Non-executive Independent Internal Control Committee Compensation Committee Committee on Transactions with Related Parties
Chairperson Luigi Roth
selezionato
Chief Executive Officer Flavio Cattaneo selezionato
Director Fabio Buscarini selezionato selezionato
Director Paolo Dal Pino selezionato selezionato selezionato selezionato selezionato
Director Matteo Del Fante selezionato selezionato
Director Salvatore Machì selezionato selezionato selezionato selezionato
Director Romano Minozzi selezionato selezionato selezionato selezionato
Director Francesco Pensato selezionato selezionato selezionato
Director Michele Polo selezionato selezionato selezionato

According to that deliberated by the Ordinary Shareholders’ Meeting of May 13 2011, the Board of Directors consists of nine members.

The Board of Directors will remain in office until the approval of the financial statements relative to the 2013 financial year.  The following individuals are members of the Board of Directors, as deliberated by the Shareholders’ Assembly of May 13, 2011:  Luigi Roth. Flavio Cattaneo, Paolo Dal Pino, Matteo Del Fante, Michele Polo (Directors elected from the majority list prepared by Cassa Depositi e Prestiti S.p.A.), Fabio Buscarini, Salvatore Machi and Romano Minozzi (Directors elected from the minority list prepared by the shareholder Romano Minozzi and companies controlled by him).

Following the resignation of the Director, Andrea Camporese (elected by the aforementioned Shareholders’ Meeting from the majority list), the Board of Directors, at the meeting of July 29, 2011, deliberated on the nomination by co-optation of Francesco Pensato (following recommendation by the majority shareholder Cassa Depositi e Prestiti S.p.A. which had recommended the Director who is resigning).  This appointment was confirmed by the Shareholders’ Meeting of May 16, 2012.

Further information on Terna’s corporate governance can be found in the “Corporate Governance and Ownership Structure Report”, which was approved by the Board of Directors on March 31, 2013 and is available on the Company’s institutional website (www.terna.it) in the Investor Relations section, accessible from the homepage as well as being published with the Terna 2012 Annual Report.