Composition

In compliance with the ordinary Shareholders’ Meeting held on May, 13, 2011, the Board of Directors currently in office is comprised of nine members, whose term will expire with the approval of the financial statements as of 2013.
In compliance with the Shareholders’ Meeting resolution on May 13, 2011, the Board of Directors currently in office is composed of Luigi Roth, Flavio Cattaneo, Paolo Dal Pino, Matteo Del Fante, Michele Polo (Directors appointed within the majority list submitted by Cassa Depositi e Prestiti S.p.A.), Fabio Buscarini, Salvatore Machi’ and Romano Minozzi (Directors appointed within the minority list submitted by shareholders Romano Minozzi and companies controlled by him).
The Directors appointed represent two of the three lists submitted for the indicated Shareholders’ Meeting. Further information concerning the lists of candidates that were submitted and the results of the voting are available on the Company’s website at www.terna.it in the section “Investor Relations/Corporate Governance/Shareholders’ Meeting/ May 13, 2011”.
Following the resignation of Director Andrea Camporese (appointed by the abovementioned Shareholders’ Meeting from the majority list), the Board of Directors in its meeting on July 29, 2011, resolved to appoint by co-optation Francesco Pensato (subject to indications from the same majority shareholder Cassa Depositi e Prestiti S.p.A. that had expressed the resigning Director).
On the basis of the statements made for the appointment, of the vote count and of the end of voting, the appointed Board of Directors, also following appointment by co-optation of Director Pensato, largely meets the requirements envisaged by Article 147-ter, paragraph 3 of the Consolidated Law on Finance and three members of the Board of Directors appointed by the Meeting on May 13, 2011 were taken by the minority list that has obtained the highest number of votes and is not connected in any way, not even indirectly, with the members who have submitted or voted the list that won for a number of votes.
A brief description of the Board members’ professional background is provided:

Luigi Piergiuseppe Ferdinando Roth, 71 years old - Chairman

[born in Milan on November 1, 1940]

With a degree in Business Administration from the Luigi Bocconi University, Milan, he is a registered auditor. Since November 2005, he has been Chairman of Terna S.p.A. and since November 2009, he has been Chairman of Terna Rete Italia S.r.l. (formerly TELAT S.r.l.), a subsidiary of Terna S.p.A.. Since April 2007, Mr. Roth has been Independent Director at Pirelli & C. S.p.A. and since April 2009 he has been President of Banca Popolare di Roma (CARIFE Group).
Mr. Roth began his career as a business manager with the Pirelli Group, handling activities in Italy and abroad. He then joined Metropolitana Milanese as Director of Planning. Since 1980, he has managed mid-sized companies both in the manufacturing and real estate sectors, in the positions of General Manager and CEO. From 1986 to 1993, he served as CEO at Ernesto Breda S.p.A.; from 1993 to 2001 he was Chairman and CEO of Breda Costruzioni Ferroviarie S.p.A.. From April 1996 to January 1998, he was Chairman of Società Ferrovie Nord Milano S.p.A. of which he was CEO from December 1996 to January 1998. From December 1996 to January 1998 he was Chairman and CEO of Società Ferrovie Nord Milano Esercizio S.p.A.. From May 1998 to December 2000 he was CEO of Ansaldo Trasporti S.p.A. and transmission agent for Finmeccanica S.p.A.. From 2002 to 2006, he was Board Member at the Luigi Bocconi University. From January 2004 to April 2007 he was Deputy Chairman at Cassa Depositi e Prestiti S.p.A. From May 2004 to April 2007 he was Board Member at TELECOM Italia S.p.A. and from 2001 to 2009 he was President of the Fondazione Fiera Milano. From May 2006 to November 2009 he was Deputy Chairman of Terna Participações S.A., a subsidiary of Terna S.p.A..

 

Flavio Cattaneo, 48 years old - CEO

[born in Rho (Milan) on June 27, 1963]

With a degree in Architecture from the Milan Politecnico, Mr. Cattaneo has also received specialized training in business management. Since November 2005, Flavio Cattaneo has been CEO of Terna S.p.A.. Since January 2008 he has been Independent Director in Cementir Holding S.p.A. Since October 2008, he has been Deputy Chairman in Charge of Energy and Environmental Policies at UIR, Union of Industrialists and Companies in Rome.
He has held important managerial and administrative positions in various Italian companies in the building, radio and television, service, new technologies, public service and facilities sectors. He became head of the former Ente Autonomo Fiera Internazionale di Milano as Extraordinary Commissioner in 1999 and went on to oversee its stock market listing as Fiera di Milano S.p.A., serving as Chairman and CEO until 2003. Flavio Cattaneo has been Director of many energy companies (from 1999 to 2001), including: AEM S.p.A. of Milan (as Deputy Chairman), Serenissima Gas S.p.A., Triveneta Gas S.p.A., Seneca Srl and Malpensa Energia Srl. He was appointed head of Italy’s public television network RAI S.p.A in April 2003, in the position of General Manager, which he held until August 2005. He also oversaw the merger with Rai Holding and the unbundling of accounts. From May 2006 to November 2009 he was Chairman of Terna Participações S.A., a subsidiary of Terna S.p.A..

 

Fabio Buscarini, 64 years old - Director

[born in Ancona on February 6, 1948]

He has a degree in Sociology from the University of Trento. Since January 1, 2007 he has been the Managing Director and General Manager of INA Assitalia S.p.A., positions individually held from the previous year in both companies before their merger. From 1969 he was with Assicurazioni Generali, where he held various positions, including General Manager in April 2005.
He currently holds other important corporate positions in companies of the Generali Group, such as Generali Business Solutions S.p.A. and, moreover, he is Vice President at ImpreBanca Finanziaria d’Impresa S.p.A. and is on the Board of Directors at Burgo Group S.p.A. and Compass S.p.A.. He is a representative for ANIA at the CONSULTA for Rome Businesses Association.
He has also held the following positions: Member of the Board of Directors at Banca Generali (April 2009 – May 2011), at FATA Assicurazioni Vita e Danni S.p.A. (December 2006 – April 2009) and at Banca di Credito dei Farmacisti (February 2006 – July 2008); Italian Member of the International Management Board - sponsor of Operational Excellence (2005 2006); President of Risparmio Assicurazioni (December 2004 – August 2006); Member of the Board at Generali Vita (April 2003 – April 2006), Europ Assistance (March 2003 – April 2004) and Finagen (March 2003 – April 2004).

 

Paolo Dal Pino, 49 years old - Director

[born in Milan on June 26, 1962]

He has a degree in Economics from the University of Pavia. He is presently the President of Pirelli Latin America. Since April 2008 he has been a member of the Board of Directors of Terna S.p.A.. From January 2006 to June 2007 he was CEO of Wind Telecomunicazioni after having been CEO at SEAT Pagine Gialle from July 2001 to 2004, and Chairman of Telecom Italia in Latin America and Chairman of Tim Brazil from February 2004 to 2005.
From 1990 to 2001 he has held various positions within the Espresso Group, among which – from 1991 to March 1995 – that of Financial Director of the newspaper la Repubblica S.p.A., and from 1995 to July 2001, of General Director of the Editorial Group L’Espresso, CEO of Kataweb S.p.A. and Director and member of the Executive Committee at ANSA.
In 1986, he began his career in the Fininvest Group and from 1987, until 1990, he joined the Mondadori Group where he was CFO of the Verkerke Group in The Netherlands.

 

Matteo Del Fante, 44 years old - Director

[born in Florence on May 27, 1967]

He has a degree in Economic Policy from the Luigi Bocconi University in Milan. He began his career at J.P. Morgan in 1991 holding positions for Italy and foreign countries in the sector of fixed income markets. From 1999 to 2003, as Managing Director in London, he managed significant financial and strategic operations in Europe.
Since June 2010 he has been General Director at Cassa Depositi e Prestiti S.p.A., where he previously was Head of the Financial Department and of the Real Estate Department.
Since July 2010, leaving the position of CEO, he took on the position of chairman of the Board of Directors of “CDP Investimenti SGR”, a savings management company which founded and manages the “Fondo Investimenti per l’Abitare” operating in the private social construction sector. Since May 2007, he has been a Board member of the consulting firm SINLOC, a subsidiary of bank-based Foundations. Since April 2008 he has been a Board member of Terna S.p.A. and member of the Internal Control Committee. Since July 2011, he has been a member of the Supervisory Board of “EEFF – European Energy Efficiency Fund S.A.” fund for energy efficiency promoted by Cassa Despositi e Prestiti, the European Commission, European Investment Bank (BEI) and Deutsche Bank.

 

Salvatore Machì, 74 years old - Director

[born in Palermo on May 28, 1937]

He holds a degree in Electronic Engineering and has received specialized training at the Istituto Superiore di Telecomunicazioni, in addition to his professional experience with Esso and IBM. He joined Enel in 1965 and held various positions up to 1999, including Manager of the Transmission Department, National Manager of Thermoelectrical Energy Generation and Purchase and Tender Manager.
He was CEO (from July 1999 to April 2000) and, then, Chairman (up to July 2003) of the Gestore della Rete di Trasmissione Nazionale S.p.A., and Director of Gestore del Mercato Elettrico S.p.A. during that time. He has been Chairman of the Board of Directors of CESI S.p.A. since March 2003, where he previously (from July 1999 to October 2001) served as CEO. He is currently Director of Api Energia S.p.A. and, since September 2004, a Director of Terna S.p.A. as well.

 

Romano Minozzi, 77 years old - Director

[born in Castelnuovo Rangone (Modena) on March 6, 1935]

He has a degree in Business and Economics from the University of Bologna.
He began his career at the Banca Commerciale Italiana. In 1961 he was one of the founders of Iris Ceramica, where he holds the position of President and is still the principal reference person.
Presently, in addition to being President of Iris Ceramica, since April 2004 he has been a Board Director of GranitiFiandre S.p.A. and is also President of Fincea S.p.A. and Domfin S.p.A., he is the Sole Director of IRIS Due S.p.A., Sole Director of R.M. Finanziaria S.p.A. and Board member of Castellarano Fiandrea S.p.A. and Canalfin S.p.A..
Romano Minozzi has received recognition for his activities, including the “Innovazione 2000” award by the Academy of Ceramics. In the past, he held various positions: for 10 years he was a Board member of Banco S. Geminiano and S. Prospero, then incorporated into Banco Popolare; from July 2002 to May 2005 he was an independent Director of Ferrari Automobili S.p.A. in Maranello (Modena), appointed by Mediobanca and member of the shareholders agreement of Mediobanca from its formation.

 

Francesco Pensato, 65 years old - Director

[born in Casalpusterlengo (Lodi) on February 17, 1947]

He holds a Law Degree from the University of Milan with a Master’s Degree in Corporate and Tax Law from the IPSOA Business School. He is a professional Supreme Court of Cassation lawyer, and since 2001, has been Senior Partner at the Associated Legal Office Franzosi-Dal Negro-Pensato-Setti, as head of the department of corporate law and bankruptcy procedures and is presently owner of the “Pensato & Partners Avvocati” associated law firm. His professional experience in the field of legal consulting and assistance in corporate and commercial matters for medium and large Italian and foreign companies also includes various legal corporate appointments such as Chairman of Arbitration tribunals, as well as Adjustor and Extraordinary Commissioner with management functions upon appointment by the Ministry for Economic Development. As a legal appointment, he is also the Common Representative of Telecom Italia S.p.A’s bondholders. Since 2005, he has been a member of the Commission for Reforming Bankruptcy Procedures on appointment of the Ministry of Justice and since 2009, has been a member of the Commission for reforming the extraordinary administration of the large groups facing critical situations formed by the Ministry for Economic Development. Since 2010 he has also been Board Member at Mediocredito Italiano S.p.A.
From 2001 to 2004 he was Vice President of the Organismo Unitario dell'Avvocatura Italiana (OUA) and President of the Internal Study Commission for reforming laws on bankruptcy procedures. From 1998 to 2001 he was joint President of the Joint Commission for relations between the Magistracy and the Bar in Milan.

 

Michele Polo, 54 years old - Director

[born in Milan on August 7, 1957]

He has a degree in Business and Economics from the Luigi Bocconi University in Milan, and graduated in Economic Policy with a Masters in Economic Sciences from the London School of Economics. From 2003 he has been Ordinary Professor of Economic Policy and from 2007, Vice-Chancellor at the Luigi Bocconi University. He is Director of the Institute for Economics and Policy of Energy and the Environment (IEFE) of the Bocconi University and carries out other scientific and academic activities: he is Director of the Journal of Economists and member of the Editors Committee of Economy of Energy Sources and the Environment and of the Editor’s Committee of Market, Competition, Regulations. He is scientific advisor of the publishing house “Il Mulino”, in Bologna.
From 2003 to 2006 he was Economic Advisor of the General Management of Competition of the European Commission.
Since April 2008 he has been a Board member of Terna S.p.A..
He is also the author of numerous essays and monographs on themes such as antitrust, liberalization and energy sectors.
During its term, the Board of Directors has confirmed the existence of the requirements of integrity and professionalism held by each of its members.
The evaluation regarding the existence of the requirements of independence for each of the non-executive members was made, taking into account the information provided by each person, during the appointment and during the meeting held on March 20, 2012 according to the terms stated in the following paragraph “Independent Directors”.
The attached table 1 includes the information regarding the composition of the Board of Directors as of March 20, 2012.

 

Maximum number of positions in other companies

All the Directors accept their appointment to office when they believe they can devote the necessary time to the diligent performance of their duties – also considering the positions they hold outside the Company in other companies listed on regulated markets (also abroad), financial companies, banks, insurance companies and significantly large companies – and to devote the necessary time to the diligent performance of their duties, as they are well aware of the responsibilities of the office held.
To this end, since February 2007, in compliance with Article 1.C.3 of the Governance Code, Terna’s Board of Directors approved its own guidelines regarding the maximum number of positions as Director or Statutory Auditor in significantly large companies that can be held still enabling the efficient performance of the duties as Director of Terna S.p.A. included in the internal document “Orientations concerning the maximum number of positions that can be held by Directors of Terna S.p.A.” After more than four years since its adoption, following constant monitoring of the governance choices by the Company, and in line with the practices of similar companies, at its meeting held on October 7, 2011 the Board of Directors revisited said orientations.
To this purpose, “significantly large companies” were defined as: a) companies with shares listed on regulated markets, in Italy or abroad; b) Italian or foreign companies with shares not listed on regulated markets, and operating in the insurance, banking, brokerage, asset management or financial sectors; c) other Italian or foreign companies with shares not listed on regulated markets, not operating in the sectors listed in letter b), having net assets exceeding 1 billion euros.
The Board has identified different general criteria for the commitments required of each role (CEO, Executive Director - for example Executive Chairman, Managing Director, i.e. with special proxy - Non-executive and/or Independent Director and Standing Statutory Auditor), considering the nature and size of the Company in which the positions are held and whether they are part of the Terna Group or are Terna’s investees (which, originating from the assignment itself, are not calculated in the total number). A “weight” was assigned to each type of position for the purposes of assessing the commitment required, and the Directors also established that the role of CEO at Terna is incompatible with the same role in other significantly large companies.
When more than one position is held within the same group, including employment by one of the Group companies, only the position with the greatest “weight” is considered.
All the Directors in office that were appointed by the Meeting on May 13, 2011 informed about the positions they held at the time the lists were submitted and subsequently when they accepted their appointment. Likewise, the Director that was co-opted at his appointment on July 29, 2011. Based on the updated information delivered to the Company in compliance with the approved guidelines, as of March 20, 2012, all Directors held a number of positions that is compatible with the guidelines set by the Board.
In the summaries of each Director’s personal characteristics, all the positions held by them are indicated. The total number of positions held as Directors or Statutory Auditors in significantly large companies is provided in the attached table 1.
There have not been exceptions, issued by Terna’s Shareholders’ Meeting, to the prohibition of competition by the Directors provided for by Article 2390 of the Civil Code.