Committees within the Board


Within the Board of Directors, according to the provisions of previous edition of the Governance Code, 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 Code. The criteria for the composition, the tasks and the responsibilities attributed to said committees in compliance with the Governance Code and the modalities of carrying out the meetings have been ruled through proper internal organizational Regulations adopted by the Board of Directors as of January 24, 2007.

In the meeting held on December 19, 2012, the Board of Directors resolved the necessary adjustments of the competences of the committees in place to the new provisions of the Governance Code, approving the modifications to the related organisational regulations, without changing the members (Article 4.C.1, letters a) and b) of the Governance Code). Consequently, the "Internal Control Committee", already instituted, took on the name of the "Control and Risk Committee" and the related competences as indicated by the new provisions of the Code (Article 4.P.1 of the Governance Code).

At least one member of the Remuneration Committee possesses adequate knowledge and experience in financial matters, and at least one member of the Control and Risk Committee possesses adequate knowledge in accounting and finance matters. The composition of these committees is therefore in line with the provisions of the current transitional provisions of the Governance Code (paragraph VIII of the "Guidelines and transitional regime" and Article 3.C.3, first sentence, of the Governance Code), finding the new provisions on the members of the committees as from the next renewal of the Board of Directors.

The information given under the scope of this Report on the activities carried out during the year, on the number and average duration of the meetings held and the related percentage participation of each member of the instituted committees is given with the support of the Chairman or other members, as respectively competent (Article 4.C.1, letter g) of the Governance Code).

Within the Board of Directors another Committee was set up (“Transactions with Related Parties Committee”) as the body that plays the role required by “Regulation containing provisions concerning transactions with related parties” issued by CONSOB in March 2010 and subsequently amended and on the basis of the provisions in “Procedure for Transactions with Related Parties” adopted by the Company and illustrated in the special Section XII of this Report. The Committee is assigned preliminary, proactive and advisory duties and powers in evaluations and decisions concerning the above mentioned Transactions with Related Parties both for the approval of greater importance transactions and of those of lesser importance indicated in Terna's procedure, as well as in relation to possible proposals for amendments to the same procedure adopted by Terna. Said Committee is composed of at least three Directors, all independent, according to the provisions of the Governance Code.

Minutes are taken of committee meetings (Article 4.C.1, letter d) of the Governance Code). Each committee has also the faculty to access the information and the necessary departments to carry out its tasks and can use possible external advisors in the limits provided for by the Board of Directors (Article 4.C.1, letter e) of the Governance Code).

Within the Company budget, adequate financial resources are allocated for the implementation of the tasks of each committee (Article 4.C.1, letter e) of the Governance Code). At the invitation of the Chairman/Coordinator of each committee, other members of the Board of Directors can attend or other people whose presence may prove helpful to ensuring the best possible fulfilment of the functions of the committee with reference to the items on the agenda and in accordance with that detailed below with reference to each of the committees established (Article 4.C.1, letter f) of the Governance Code).