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Terna - AGM 08 May 2019

In item 3.A, it is proposed to ratify the appointment of Mr. Paolo Calcagni as non-executive Director. Mr. Calcagni is the CFO of the largest shareholder Cassa Depositi e Prestiti SpA (29.9% of Terna). The independent representation on the Board is sufficient (56%) and the largest shareholder is not overrepresented (22% of Directors). Also taking into account Mr. Calcagni's professional background and aggregate time commitments, we recommend that shareholders approve his appointment.

In item 3.B, a group of institutional investors propose to appoint Mr. Marco Giorgino as non-executive Director.

One of the institutional investors that submitted the proposal is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. Voting advice is provided primarily as a source of information at general meetings.

Mr. Giorgino is independent from the Company and its largest shareholder. Also taking into account his professional background and aggregate time commitments, we recommend that shareholders approve his appointment.

In item 5, the shareholders are called to an advisory vote on the remuneration policy. The quality of disclosure is good and the CEO's variable remuneration is capped at 245% of his base salary (60% depending on short-term and 185% on 3-year results). We regret that 100% of the variable remuneration is paid in cash and that the Company has not adopted share ownership guidelines, but in our opinion the overall executive remuneration is adequately structured to realise an alignment of interests with shareholders in the long term. Therefore, we recommend approval.


Trasmissione Elettricita Rete Nazionale is a grid operator for energy transmission. Co. manages electricity transmission in Italy. Co. owns the concession relating to electricity dispatching and transmission, and maintains ownership of the capital assets and responsibility for defining the NTG Development Plan and the Defence Plan.


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