TerniEnergia, a smart company listed on the Italian Stock Exchange’s electronic share market (MTA) and part of the Italeaf Group, met today for the first time since its appointment by the Shareholders’ Meeting held on 6 November 2019.
The Board of Directors, in compliance with the Code of Conduct published by Borsa Italiana and following the changes made to the members of the administrative body, carried out the self-assessment procedure, expressing a positive opinion on the adequacy of its size, its composition, the type and variety of skills and experience as a whole, its functioning and that of the Committees that will be set up within it. The Board of Directors also verified the existence of the independence requirements provided for by current legislation for its members (5 of whom 3 – Stefania Bertolini, Mario Marco Molteni and Paolo Piccini – possessing the independence requirements provided for by art. 148 ter of the Consolidated Law on Finance and those provided for by the Code of Conduct promoted by Borsa Italiana S.p.A.). As a result of this assessment, the existence of the independence requirements for the three directors qualified as independent is confirmed.
The Board appointed Director in charge of the Internal Control and Risk Management System, Laura Bizzarri.
The Chairman, Mr. Neri, was appointed Chief Executive Officer, with the conferral of powers of ordinary and extraordinary administration, with specific powers to personnel and the environment.
Laura Bizzarri, currently CEO of Softeco Sismat Srl, has been appointed executive director with broad powers of ordinary and extraordinary administration.
The Board of Directors also confirmed the establishment of the Control and Risk Committee, the Committee for Transactions with Related Parties and the Remuneration Committee within the Board, appointing, in the persons of Stefania Bertolini, Mario Marco Molteni and Paolo Piccini, the directors called upon to be members of each committee.
Director Mario Marco Molteni has been appointed Lead Independent Director.
The term of office is the same as that of the Board of Directors, i.e. until approval of the financial statements for the year ended 31 December 2021. The curricula of the members of the above committees are available on the Company’s website at www.ternienergia.com.
On the basis of the information available to the Company, none of the Directors holds shares in TerniEnergia S.p.A., with the exception of Stefano Neri, who holds directly 125,697 shares and indirectly 19,867,102 shares in TerniEnergia S.p.A..