Report
Expert Corporate Governance Service (ECGS)
EUR 500.00 For Business Accounts Only

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.

Underlying
Terna

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.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

Other Reports on these Companies
Other Reports from Proxinvest
Other Reports from these Analysts

ResearchPool Subscriptions

Get the most out of your insights

Get in touch