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:

  • GSE Group;
  • Enel Group;
  • Eni Group;
  • Ferrovie dello Stato Group; and 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 www.terna.it web site), 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.

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 December 31, 2009, 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, General Managers 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 General 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 administrative and control bodies, and from General Managers. These include all those persons who, in 2009, filled the position of Director, Statutory Auditor, and General Manager.

NameCompany in which the investments is heldNumber of shares held at the end of the previous year (2008)Number of shares
acquired (in 2009)
Number of shares
sold (in 2009)
Number of
shares held
at the end
of the current
year (2009)
Type
of ownership (1)
Luigi Roth Terna S.p.A. 0 0 0 0 -
Terna Participações S.A.(2) 1 0 0 - ownership
Flavio Cattaneo Terna S.p.A. 100,000 100,000 0 200,000 ownership
Terna Participações S.A. (3) 1 0 0 - 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) 0 0 40,000(5) ownership
Michele Polo Terna S.p.A. 0 1,700 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 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) On November 3, 2009, Terna S.p.A. sold its controlling interest in Terna Participações S.A.
(3) On November 3, 2009, Terna S.p.A. sold its controlling interest in Terna Participações S.A.
(4) Including: 40,000 held by spouse.
(5) Including: 40,000 held by spouse.