Related party transactions

Having been determined in 2007 that Cassa Depositi e Prestiti S.p.A. exercises de facto control, transactions undertaken by Terna and the Group with related parties during the year consisted of intercompany transactions, transactions with employee pension funds (Fondenel and Fopen), and transactions with companies of the:

  • the GSE Group;
  • the Enel Group;
  • the Eni Group;
  • the Ferrovie dello Stato Group;

and those with ANAS S.p.A.

The Parent’s Corporate Governance rules, which are detailed in the specific report published with this Annual Report (available on the website www.terna.it), establish the conditions for ensuring that related party transactions are carried out in accordance with criteria of procedural and substantive propriety under the same terms and conditions that would apply to transactions with third parties. More specifically, on 12 November 2010, the Board of Directors of the Parent, having obtained the favourable opinion of the Related Parties Committee, approved the “Related party transaction procedure” in implementation of CONSOB Regulation no. 17221 of 12 March 2010, subsequently amended by Resolution no. 17389 of 23 June 2010, which issued the “Regulation incorporating provisions on related party transactions” (9). The Regulation provisions, looking to regulate information transparency with regards to the market and principles of transparency and substantive and procedural correctness in the implementation of related party transactions stand alongside the general principles concerning the duties of directors in conflict of interest established by art. 2391 of the Civil Code and art. 150 of the Consolidated Law on Finance, the principles of procedural correctness set out in the Self-Regulatory Code of listed companies published by Borsa Italiana S.p.A. and the accounting disclosure obligations established by the provisions on financial statements set out by the Civil Code (arts. 2423 et seq. of the Civil Code) and article 154-ter of the Consolidated Law on Finance.
The provisions relating to the public disclosure obligations (immediate and regular) in relation to related party transactions, considered individually, of significant importance, came into effect on 1 December 2010, whilst all other procedural provisions are compulsory as from 1 January 2011.
The nature of transactions, assets and liabilities with related parties as well as associated revenue and costs posted for the year, and receivables and payables at 31 December 2010, are presented in the respective notes on individual items in the separate and consolidated financial statements, and in a specific section of the notes (“Related party transactions”), which should be consulted for more details.
In addition, transactions with members of the Company’s Board of Directors and Board of Statutory Auditors, and in particular their remuneration, bonuses and other incentives, are detailed in the notes to the financial statements in the sections “Personnel expense” and “Services”, respectively.

 

Shares held by Directors, Statutory Auditors and Key Managers
As required by the provisions of art. 79 of CONSOB Resolution no. 11971/99, the following table lists the shares of Terna S.p.A. and its subsidiaries held by Directors, Statutory Auditors and key Managers, in addition to their spouses (unless legally separated) and minor children, either directly or indirectly through subsidiaries, trustees or nominees, as per the shareholders’ register, communications received or other information obtained from the members of the boards of directors and statutory auditors, and from General Managers. These include all those persons who, in 2010, filled the position of Director, Statutory Auditor, and  General Manager.

Surname and name Associate Number
of shares
held at the end
of the last year
(2009)
Number
of shares
acquired
(in 2010)
Number
of shares
sold
(in 2010)
Number
of shares
held at the end
of the last year
(2010)
Possession
of tiltle (1)
Luigi Roth Terna S,p,A, 0
40,000(2)
0
40,000(3)
ownership
Flavio Cattaneo Terna S,p,A, 200,000 0 0 200,000 ownership
Cristiano Cannarsa Terna S,p,A, 0 0 0 0 -
Paolo Dal Pino Terna S,p,A, 2,150 0 0 2,150 ownership
Matteo del Fante Terna S,p,A, 0 0 0 0 -
Claudio Machetti Terna S,p,A, 0 0 0 0 -
Salvatore Machì Terna S,p,A, 40,000(4)
20,000(5)
0
60,000(6)
ownership
Michele Polo Terna S,p,A, 1,700 0 0 1,700 ownership
Vittorio Rispoli Terna S,p,A, 0 0 0 0 -
Luca Aurelio Guarna Terna S,p,A, 0 0 0 0 -
Marcello Cosconati Terna S,p,A, 0 0 0 0 -
Lorenzo Pozza Terna S,p,A, 0 0 0 0 -
Stefania Bettoni Terna S,p,A, 0 0 0 0 -
Mario Paolillo (7)
Terna S,p,A, 0 0 0 0 -
(1) This column – which is in addition to the format provided for in Annex 3C of art. 79 of CONSOB Resolution no. 11971/99 to indicate the information required – is shown if the investment is held as a result of ownership, a pledge, beneficial ownership, on deposit, as collateral etc.;
(2) of which: 40,000 held by spouse;
(3) of which: 40,000 held by spouse;
(4) of which: 40,000 held by spouse;
(5) of which: 10,000 held by spouse;
(6) of which: 50,000 held by spouse;
(7) deceased on 30 November 2010