The Board of Directors of TerniEnergia, a company active in the renewable energy field, energy efficiency and waste management, listed on the Star segment of Borsa Italiana, met today for the first time after the appointment by the Shareholders’ Meeting and carried out an evaluation of its composition, in accordance with the Code of Conduct for listed companies and the verification of the requirements of the regulations in force related to its components (in number of 7, 3 of which – Domenico De Marinis, Mario Mauro Molteni and Paolo Ottone Migliavacca – meet the requirements of independence pursuant to art. 148 ter of the TUF and those provided for by the Code of Conduct of Borsa Italiana SpA).

As a result of this assessment, it is confirmed the compliance of the requirements of independence of the three directors qualified as independent.

Then the Board of Directors appointed the Remuneration Committee, the Audit and Risk Committee, the Director in charge of the Internal Control systems and Risk Management, the Committee for Related Parties and the Lead Independent Director .

Will be part of the Remuneration Committee, of the Audit and Risk Committee, of the Related Parties Committee, the independent directors Domenico De Marinis, Marco Mario Molteni and Paolo Ottone Migliavacca, also in order to ensure the greatest possible transparency conditions.

Paolo Ricci, Chief Executive Officer was appointed as Internal control System Director  and Risk Management Director.

Paolo Ottone Migliavacca , Chief executive Officer was appointed as Lead Independent Director .

The Board of Directors also proceeded to attribute responsibilities and power.

Specifically to the Chairman , Stefano Neri, was given the following responsibility as follows:

 General business, promotion of projects of strategic importance, business internationalization, relationships with subsidiaries.

The Chief Executive Officer Paolo Ricci (vice president) was given the responsibility related to:

  • Development , International espansion.

The Chief Executive Officer Fabrizio Venturi was given the responsibility related to:

  • Marketing, managing relationships with suppliers and customers, legal affairs, international expansion, technical management, security, environmental protection, personnel management.

Have been defined the gross annual remuneration payable to executive and non-executive directors within the maximum defined by the shareholders’ meeting on April 29, 2013 (Euro 450,000), in addition to confirmation of the variable compensation, already identified by the Shareholders’ Meeting, for executive directors equal to 15% of the remuneration, if the operating result at the end of the year is higher of 5% of the EBITDA provided and approved in the business Plan, and the reimbursement of expenses incurred in the performance of the assignment.

Finally, the Board of Directors approved the signing of a framework agreement with the independent advisor Capital Power for the realization of a project called “RA” for the integration of the financial structure of TerniEnergia. In particular, this project involves the cooperation with other collective investment undertakings specialized in the asset management of real estate funds in the renewable energy sector. Capital Power is a company specialized in investment advice, portfolio management oriented to the creation of value for institutional investors through the acquisition, processing and sale of assets in the renewable energy fields and real estate assets and in the creation of products in line with the risk / return / time horizon of different categories of investors, financial advisory services and capital raising.