Terna appointed Matteo Del Fante as CEO and General Director

Rome, 30-5-2014 — /EuropaWire/ — At today’s (27/05/2014) meeting in Rome, for the first time under the chairmanship of Catia Bastioli, the new Board of Directors of TERNA S.p.A. was elected at today’s Shareholders’ General Meeting.

The Board unanimously appointed Matteo Del Fante as Chief Executive Officer and General Director of the Company.

The Board then approved the assignment of powers, recognizing that the Chairwoman Catia Bastioli has the institutional role of representing the Company, guiding and directing the works of the Board, the advisory and promotional role in CSR (Corporate Social Responsibility) as well as supervising the activities relative to the shareholding in “CESI – Centro Elettrotecnico Sperimentale Italiano Giacinto Motta S.p.A.”, in coordination with the CEO. The Chief Executive Officer has been granted, in line with the previous arrangement, all the Company’s administrative powers, except for those assigned by the applicable laws, by the Company Bylaws or maintained by the Board within its own powers.

On the basis of the statements made by the Directors, the Board of Directors has determined that all the Board Members fulfill the independence requirements foreseen by the law for the electricity “transmission system operator”, as well as the possession of the integrity requirements and the absence of reasons for ineligibility and incompatibility, as required by the laws in force.

Based on the assessments made by the Board of Directors with reference to the statements made by individual Directors and taking into account all the parameters of the evaluation provided by the Governance Code, it is determined that the following Board Members have the independence requirements established by law, by the Bylaws of TERNA S.p.A. and by the Governance Code for listed companies: Cesare Calari, Carlo Cerami, Fabio Corsico, Luca Dal Fabbro, Gabriella Porcelli and Stefano Saglia.

The Chairwoman, Catia Bastioli, in possession of the independence requirements provided by law, cannot be declared independent in accordance with the provisions of the Governance Code, as a result of her position as Chairwoman of the Company.

The Board has also established the possession of professionalism, integrity and independence requisites for the Standing Auditors of the Board of Statutory Auditors in accordance with Ministerial Decree no. 162 of March 30, 2000, referred to in Article 26 of the Bylaws and Article 148, paragraphs 3 and 4 quater of the Consolidated Law on Finance.

The Board has also reorganized the internal committees which are already in place and, with a view to the continuous improvement of the system of corporate governance, has established the Appointment Committee and expanded the powers of the Control and Risk Committee (now called the “Control and Risk and Corporate Governance Committee”), adding to the competences of the latter those relative to the system of corporate governance and providing for the appointment of its members in line with the guidelines of the Governance Code.

Upon completion of the above resolutions, the Committees are made up as follows:

“Control and Risk and Corporate Governance Committee”
– Cesare Calari (Chairman, Independent)
– Simona Camerano (Non-executive)
– Luca Dal Fabbro (Independent)
“Remuneration Committee”
– Carlo Cerami (Chairman, Independent)
– Fabio Corsico (Independent)
– Gabriella Porcelli (Independent)
“Appointment Committee”
– Luca Dal Fabbro (Chairman, Independent)
– Carlo Cerami (Independent)
– Stefano Saglia (Independent)
“Related Party Transactions Committee”
– Stefano Saglia (Chairman, Independent)
– Gabriella Porcelli (Independent)
– Fabio Corsico (Independent)

The summary of the new professional profiles of the Directors and Auditors is available on the company website www.terna.it.

Press Office +39 0683139081 ufficio.stampa@terna.it
Investor Relations – tel. +39 0683138145 investor.relations@terna.it
Terna SpA – Viale E. Galbani, 70 – 00156 – Rome, Italy – Tel + 39 0683138111


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