Code of Ethics

In May 2002, aware of the moral aspects involved in its core activities, Terna’s Board of Directors resolved to adopt its Code of Ethics (that was updated in March 2004) to allow employees and all those having relations with Terna, to operate in the right way in order to establish trust, strengthen the Company’s positive reputation and create value.

In 2006, the Code of Ethics underwent an updating process to provide Terna, following the change that rendered it an independent operator in the electricity transmission market, with a set of rules and principles to follow on the basis of its new context of reference.

The new Code of Ethics, which was approved by the Board of Directors on December 21, 2006, explains also in ethical terms, Terna’s uniqueness. It underlines the need to respect universal ethical principles, that can be immediately recognized by everybody, and that should be fully adopted by companies. It is not by chance that the Code of Ethics is inspired by the 10 principles of the Global Compact, the most important expression of this vision.
Terna’s Code of Ethics is broken down into five sections, which discuss, in this order:

  • Terna’s fundamental ethical principles, which are organized into general ethical principles (legality, honesty and accountability), that are universal and therefore to be recognized and shared by all, and into four main principles that Terna believes are particularly important, given its activities and nature (good management, respect, fairness and transparency);
  • the conduct required, especially from employees, based on three important elements: loyalty to the Company, conflicts of interest and the integrity of Company assets;
  • general instructions for the conduct to follow in relations with stakeholders, broken down into eight groups in which Terna requires consistent conduct;
  • Terna’s commitment to comply with the Code and the conduct required in relation to certain stakeholders; 
  • the rules implementing the Code and the relevant people responsible for updating it and gathering reports, who should be contacted for any clarifications.

The Code of Ethics was approved in December 2006. It applies to all of Terna Group’s subsidiaries for sections 1 (Principles), 2 (Conflicts of interest, Company loyalty and the integrity of Company assets) and for section 3 (Relations with stakeholders) limited to the initial guidelines for the conduct to be followed with the individual categories of stakeholders.

On December 16, 2009 Terna’s Board of Directors, based on sustainability, undertook an additional and coherent step resolving to officially join the Global Compact, the multi-stakeholder network promoted by the UN Organization that joins governments, companies, UN agencies, trade union organizations, non-profit organizations and the civil society with the aim of globally promoting the 10 universal principles of human rights, employment, environmental protection and anticorruption measures.

The establishment of the Ethical Committee between the end of 2009 and the beginning of 2010, was another occasion to focus the contents and give new impulse to the complete implementation of the Code of Ethics by means of a dissemination campaign involving the entire Company.
In completing its ethical commitments towards its stakeholders as set out in the Code of Ethics, Terna annually takes account of its own operations, on a voluntary basis, through the Sustainability Report.

Organizational Model under Legislative Decree no. 231/2001

Since December 2002, Terna’s Board of Directors resolved to adopt an Organizational and Management Model that met the requirements of Legislative Decree no. 231 of June 8, 2001, which introduced into the Italian Law a system of administrative (and criminal) liability for companies with respect to certain types of offences committed by their Directors, managers or employees in the Company’s interest or to its benefit. The Model was updated in June 2004, after the Company’s shares were listed.

During 2010, the Model was amended following changes in law provisions as per Article 24 ter regarding "organized crime offences" and article 25 bis, 25 novies and 25 novies (bis) regarding, respectively, "offences against industry and trade”, “crimes related to the violation of copyright” and "crime of incitement to refrain from issuing statements or to issue false statements”, introducing the new Special Section I, relative to organized crime offences and updating the “General Section” and the “Special Sections” “A”, “B”, “G” and “H” for the other types of offences.
In addition to identifying areas deemed to be mostly at-risk for committing offences (so called "At-risk Areas"), the activity also involved defining conduct principles which all company representatives must comply with in order to prevent such offences, in addition to the provisions already included in the existing procedures within the Company.

This project went hand-in-hand with the Code of Ethics, as the Company believes that the adoption of this Model – regardless of the regulations that made it optional rather than mandatory – is a valid tool in increasing the awareness of those operating in the name and on behalf of Terna and its Group, so that their conduct be correct and transparent in the performance of their activities, to prevent the risk of the offences provided for by the Decree from being committed.
In 2011, due to the extension of the predicate offences category to environmental crimes, pursuant to Article 25 undecies of Legislative Decree no. 231/2001, an assessment was carried out, as well as the mapping of company areas, the roles and responsibilities, indentifying the so-called “At-Risk Areas” and the definition of principles of conduct which company representatives must comply with in order to prevent the occurrence of new predicate offences. Therefore, following said activity, the Model 231 was further broadened through the introduction of the Special Section “L” in connection with “Environmental Offences”.

The Model is currently organized into eleven sections:

  • a “general section” which describes, inter alia, the content of Legislative Decree no. 231/2001, the objectives of the Model and its implementation, the duties of the Vigilance Body – structured as a collective body – required to monitor the implementation and compliance of the Model, information flows and the penalty system;
  • a “special section A”, which covers offences committed in dealings with the public administration;
  • a “special section B”, which discusses Corporate offences;
  • a “special section C”, which deals with offences of terrorism or subversion of the democratic order;
  • a “special section D”, on offences against individuals;
  • a “special section E”, concerning market abuse offences, with the addition of specific “Compliance regulations for the prevention of offences and administrative market abuse offences”;
  • a “special section F”, regarding dealing in stolen goods, money laundering and use of money or assets coming from illegal sources as introduced in Decree no. 231/01 consequent to Legislative Decree no. 231/07 becoming effective;
  • a “special section G”, regarding manslaughter and serious or very serious injuries committed in violation of the rules on occupational health and safety;
  • a “special section H”, regarding computer-related offences.
  • a “special section I” relative to organized crime offences;
  • a “special section L”, concerning environmental offences.

The content of this Model is consistent with the guidelines prepared for this purpose by trade associations. It is also in line with the best practices, and represents the final step towards complete accuracy, transparency and accountability in internal and external relations, while offering shareholders a guarantee of efficient and correct management.

Together with the Model, already in 2008, Terna had also approved a specific “Compliance Regulation for the prevention of crimes and administrative offences of market abuse” aimed at providing recipients of the Model another operative tool for evaluating the capacity of its conduct to integrate crimes and administrative offences of market abuse and consequently avoid conduct that could potentially be a source of administrative liability for the Company.
In order to guarantee wider diffusion of the knowledge of the adopted Model, the same is published in the Company’s website (www.terna.it) under the Investor Relations section and, since 2010, a widespread training and customized campaign has been carried out involving all employees. In particular, in 2011 an awareness raising campaign based on “At-risk areas” for crimes where everyone operates, and other activities were undertaken aimed at ensuring an effective awareness of regulations and conduct to be followed by all company representatives. Moreover, a manual was drafted and distributed throughout the territory on the “Model for Organization and Management of Procedures” - intended for Terna’s personnel called on to implement Model 231 - in order to facilitate a simple reading of the Model but complete in its fundamental elements by clearly indicating proper conduct and conduct to be avoided so as not to incur liability.