Delegated bodies and other Executive Directors

CEOs

The current structure of the Board of Directors provides for only one CEO, to which the Board has attributed powers, defining their content, limits and any exercise modalities; no executive committee was established.
The CEO has powers of legal representation of the Company and is entrusted with the widest powers for the administration of the Company, pursuant to Board Resolution, with exception of those differently attributed by the Law, by the Bylaws or reserved for the Board of Directors.

The CEO informs the Board of Directors and the Board of Statutory Auditors of the activities and of the management of the Company as well as of the resolutions passed in exercising his powers pursuant to Article 21.3 of the Bylaws, at least on a quarterly basis and on occasion of Board meetings.
On a quarterly basis, specific reports are prepared in order to inform the Board on major action and activities. In addition, the Directors are kept constantly informed by competent departments on the main legislative and regulatory innovations concerning the Company and the exercise of own functions. On occasion of the appointment, they are adequately informed about the existing Corporate Governance system and the fundamental lines of governance.
Exception made for the CEO, the other 8 members of the Board of Directors (Luigi Roth, Fabio Buscarini, Paolo Dal Pino, Matteo Del Fante, Salvatore Machì, Romano Minozzi, Francesco Pensato and Michele Polo) must all be considered as nonexecutive.

It must be noticed that also the Chairman does not play an executive role, since no proxies are attributed to him.
For their number, competence, authority and availability of time, the Non-executive Directors (since they are not provided with operating proxies and/or managing roles in the Company) are capable of guaranteeing that their judgment can have a significant weight in Board’s decisions in line with what provided for by the Governance Code (Article 2.P.3 of the Governance Code).

The Non-executive Directors enrich with their specific competences the Board’s discussions, so as to favor the examination of the subjects according to various perspectives and subsequently pass deeply analyzed, conscious and respectful resolutions in line with social interests. During 2011, and up until the date on which this Report was approved, the Directors participated in specific meetings with the Company’s management in relation to the core business activities with particular reference to the preparation of the Development Plan for the National Transmission Grid, in which also members of the Board of Statutory Auditors participated.

 

Independent Directors

A suitable number, also for competence, of Non-executive Directors is independent.
The Board of Directors has evaluated the existence of the requirements of independence provided for by the Law, the Bylaws and the Governance Code which Terna has adopted, for each Director in the first useful occasion after their appointment. Moreover, the Board of Directors’ meeting of March 20, 2012 – on the basis of the criteria previously defined for the assessment of independence of its non-executive members, in compliance with the criteria indicated by the Governance Code and on the basis of the information supplied by the persons involved – confirmed the existence of the requirement of independence in each of the 6 Non-executive Directors: Fabio Buscarini, Paolo Dal Pino, Salvatore Machì, Romano Minozzi, Francesco Pensato, Michele Polo (Articles 3.C.1, 3.C.2 and 3.C.4 of the Governance Code).

At the same time, the correct application of the defined criteria and the procedures adopted by the Board of Directors was verified by the Board of Statutory Auditors (Article 3.C.5 of the Governance Code).
Although independence characterizes the activity of all the Directors, executives and non-, the presence of Directors that can be qualified as "independent" in compliance with the abovementioned criteria - and whose role is significant both within the Board and its Committees - suitably ensures adequate consideration of all shareholding members’ interests.

Among the assessments carried out by the Board, with reference to the 6 Directors, the existence is proven of the requirement of independence envisaged for in Article 15.4 of the Bylaws that requires that at least 1/3rd of the Directors in force – with rounding, in case of fractional number lower than the unit, to the following unit – meets the requirements of independence established for Auditors by Article 148, paragraph 3, of the Consolidated Law on Finance.
Following the composition and the work method of the Board of Directors, as well as the presence of Independent Directors in the composition of the Committees, in the operating system a constant exchange of information between the same Independent Directors has been taking place, both at meetings of the Internal Committees and at the Board meetings, which has not required a specific meeting to be held for them.

 

Lead independent director

The work method of the Board of Directors has assured the suitable coordination of the contributions and the requests of the Non-executive Directors and, in particular, of the Independent Directors; it also guaranteed a preventive exchange of information that rendered the work of the Board productive and focused on the true requirements of the Company. On the basis of such assumptions, confirmed by the outcomes of the Board review which the Board was subject to, and since the assumptions indicated by the Governance Code were not present, the position of Lead Independent Director was not established within Terna.