Executive in Charge

In implementation of Article 154-bis of the Consolidated Law on Finance – introduced by Law no. 262 of December 28, 2005 and subsequently modified by Legislative Decree no. 303 of December 29, 2006 – Terna’s Shareholders’ Meeting of May 24, 2007 provided for in the Bylaws (Article 21.4) the position of the Executive in Charge of the preparation of the company’s accounting documents (Executive in Charge), delegating his appointment to the Board of Directors, following the indication by the Board of Statutory Auditors, based on specific requirements of professionalism.

The choice to reserve the appointment and revoking of the Executive in Charge to the Board of Directors was carried out in line with Law provisions that directly acknowledge the Board of Directors a specific task of supervision (Article 154-bis, paragraph 4 of the Consolidated Law on Finance).

The Executive must also be in possession of requirements of integrity indicated by the Law and of professionalism indicated in the Bylaws.
In particular, the Executive in Charge of the preparation of accounting documents must have a total experience of at least three years in:

a) administration activities, finance and control and/or managing functions inherent to the activity of preparation and/or analysis and/or evaluation and/or verification of company documents whose complexity is comparable to accounting documents of the Company; or
b) activity of legal control of the accounts in companies listed in Italian regulated markets or in those of other countries of the European Union; or
c) professional activities or university teaching in financial or accounting subjects.

The Board of Directors, in compliance with the regulations, has immediately appointed as Executive in Charge Luciano Di Bacco, Head of the Administration Department of Terna, after verification of the requirements of integrity and professionalism. Such appointment has also involved the adjustment of the organizational structure of the Company attributing to the Executive autonomy and authority regarding the structure of his Department and granting him a top role directly reporting to the CEO.

The Executive in Charge has certified, as of the 2007 half-year report, compliance, under Article 154-bis, paragraph 2 of the Consolidated Law on Finance, with the action and communications of the Company provided for by the Law or communicated to the market, with reference to the report, even half-year, of the Company, to documents, and the accounting books and records.
The Executive carries out all the activities necessary to give the Board of Directors the possibility to comply with its supervision tasks as per Article 154-bis, paragraph 4 of the Consolidated Law on Finance.
Under Article 154-bis, paragraph 3 of the Consolidated Law on Finance, the Executive prepares suitable administrative and accounting procedures for the preparation of the financial statements, consolidated financial statements and halfyear reports, and certifies, together with the delegated administrative bodies, their adequacy and effective application, under paragraph 5 of Article 154, according to the model established with CONSOB regulations, as of the financial statements of the year closing on December 31, 2007.

During 2011, in compliance with the provisions of both Law no. 262/2005 and of the Model adopted by the Company, activities were implemented relating to the adjustment of administrative and accounting procedures, consequent to the normal changes made to processes. Testing operations were also conducted for verifying the implementation of the actual control.
According to the Governance Code, the Executive in Charge assessed, together with the Internal Control Committee, the correct use of the accounting standards.