Corporate Governance

Terna’s governance structure is based on the traditional accounting and control model and is in keeping with the provisions of Italian legislation regarding listed companies. Terna also observes the Self-regulation Code of listed companies published by Borsa Italiana in March 2006 and in 2007 the Company approved and implemented adjustments in its corporate governance system in order to fulfill the commitments provided for by the Code.

Therefore the Company’s corporate governance system is in line with the principles contained in the Self-regulation Code the relevant regulations formulated by the CONSOB, and in general the best practices found at the international level.

This corporate governance model aims to create value for our shareholders, while reflecting awareness of the social significance of the Group’s activities and the necessity of appropriately considering all the interests involved when carrying them out.

The task of managing the Company is entrusted to the Board of Directors, which is elected by a shareholders’ meeting. The Board of Directors is responsible for establishing strategic and organizational guidelines for the Company and the Group, as well as ensuring that the controls necessary for monitoring the performance of the Company and its subsidiaries are in place.

The Board in office as of December 31, 2010 was elected on April 28, 2008 and consisted of nine members.

BOARD OF DIRECTORS (IN OFFICE SINCE APRIL 28, 2008)

Office  Members  Executive Non-executive  Independent Internal Control Committee Compensation Committee Committee on Transactions with Related Parties
               
Chairman Luigi Roth       ·            ·  
Chief Executive Flavio Cattaneo      ·          
Director Cristiano Cannarsa       ·        
Director Paolo Dal Pino       ·      ·      ·        ·        ·
Director Matteo del Fante       ·        ·    
Director Claudio Machetti       ·        
Director Salvatore Machì       ·      ·      ·        ·        ·
Director Michele Polo       ·      ·      ·          ·
Director Vittorio Rispoli       ·      ·          ·  


Further information on Terna’s corporate governance can be found in the “Corporate Governance Report”, which was approved by the Board of Directors on March 31, 2011.