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 Code. At least one member of the Remuneration Committee possesses adequate knowledge and experience in financial matters, and at least one member of the Internal Control Committee possesses adequate knowledge in accounting and finance matters.

The Committees have been attributed the tasks provided for by the Governance Code. The criteria for the composition, the tasks and the responsibilities attributed 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.

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 abovementioned 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 of the Procedure adopted by Terna. Said Committee is composed of at least three Directors, all independent, according to the provisions of the Governance Code.

The meetings of the Committees include the drawing up of minutes. 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.
Within the Company budget, adequate financial resources are allocated for the implementation of the tasks of each Committee. On invitation of the Coordinator of each Committee, other subjects, whose presence can contribute to the best performance of the Committee, can participate in the meetings.