Terna's new Board of Directors met today in Rome for the first time under the chairmanship of Catia Bastioli. The Council nominated unanimously Luigi Ferraris as Chief Executive Officer of the Company and, effective 1 May 2017, General Manager.
The Council then approved the structure of powers, confirming the institutional task of representing the Company to the President Catia Bastioli, guiding and directing the work of the Board, the role of promotion and advisory of CSR (corporate social responsibility), as well as supervising the Audit activity and the activities relating to participation in the company "CESI - Centro Elettrotecnico Sperimentale Italiano Giacinto Motta SpA" , the latter in coordination with the Chief Executive Officer. In line with the previous structure, the Chief Executive Officer has been granted all the powers for the administration of the Company, with the exception of those otherwise assigned by applicable legislation, by the Articles of Association or maintained by the Board within the scope of its duties.
On the basis of the declarations made by the Directors, the Board of Directors has ascertained that all the Directors meet the independence requirements established by the legislation for the electricity "transmission system operator", as well as the possession of the honourability requirements and the absence of causes of ineligibility and incompatibility, as required by law and by the Articles of Association in force.
Based on the assessments made by the Board of Directors with reference to the declarations provided by the individual Directors and taking into account all the assessment parameters envisaged by the Corporate Governance Code, they are in possession of the independence requirements required by the Law, by TERNA SpA's Articles of Association and by the Code of Self-Regulation of listed companies the Directors: Fabio Corsico, Luca Dal Fabbro, Paola Giannotti, Gabriella Porcelli, Stefano Saglia and Elena Vasco.
The President Catia Bastioli, in possession of the independence requirements established by law, cannot be declared independent in accordance with the provisions of the Corporate Governance Code, due to the position held as Chairman of the Company.
"I am very honored by the assignment that I have been given as Chief Executive Officer of a company of excellence like Terna - declared the new number one Luigi Ferraris -. I will immediately get to work with a quality team recognized in Europe and around the world, with the aim of finding the best solutions to develop an increasingly cutting-edge, sustainable and respectful of the local area electricity grid. Terna's know-how is a value, as are the goals it has achieved in recent years. More than ever, the future of energy means the future of networks, the intelligence that will be put into it and the ability to create a system in Europe and in the world, to exchange skills to offer a concrete and more efficient contribution to future generations. A challenge that, I am sure, we will once again be able to face together in the company".
Ferraris arrives at Terna after fifteen years of professional experience gained in the Enel Group, with top management positions in both generation and distribution businesses. One of his first objectives will be to give an effective boost to Terna's international growth, due to his significant profile as an international manager in the energy markets of Spain, Latin America, Slovakia and Russia.
The Board also ascertained the possession of the requirements of professionalism, integrity and independence of the regular members of the Board of Statutory Auditors according to the provisions of the Ministerial Decree of 30 March 2000, n. 162 referred to by art. 26 of the Articles of Association and by art. 148, paragraphs 3 and 4 quater of the Consolidated Law on Finance and took note of what was communicated by the Board of Statutory Auditors, following the checks carried out by said body today, on the possession by the Statutory Auditors of the independence requirements envisaged by the Code of Corporate Governance (Application Criterion 8.C.1.) and on the possession, for the body as a whole, of the competence requirements pursuant to art. 19, paragraph 3, of Legislative Decree 39/2010.
The Board also provided for the reconstitution of the internal Committees already established by appointing the Members in line with the indications of the Self-Regulatory Code. As a result of the aforementioned resolutions, the Committees are composed as follows:
"Control and Risk, Corporate Governance and Sustainability Committee"
Stefano Saglia – President
Elena Vasco – Component
Paola Giannotti – Member
"Remuneration Committee"
Fabio Corsico – President
Gabriella Porcelli – Component
Stefano Saglia – Component
"Nomination Committee"
Luca Dal Fabbro – President
Yunpeng He – Member
Fabio Corsico – Component
"Related Party Transactions Committee"
Gabriella Porcelli – Coordinator
Luca Dal Fabbro – Component
Paola Giannotti – Member
