Appointment of new BoD for the three-year 2017/19 period with Catia Bastioli confirmed as Chairwoman. Resolution for a dividend of € 0.206 per share
An important session today for Terna with the Shareholders' Meeting which was called not only to approve the 2016 Financial Statements, but also for the appointment of a new Board of Directors that will be at the helm of the Group over the next three years.
"First the results: these are in line with the three-year growth trends confirming the stability of Terna's business and the determination to achieve the objectives outlined in the new Strategic Plan". This was the comment made by Matteo Del Fante during his presentation to the Shareholders' Meeting, when referring to the main results for the period, which specifically recorded a gross operating margin of € 1.545 billion, up by € 6 million compared to 2015, and net profits at € 633 million (+6.3%).
Following a proposal by the BoD, a dividend was resolved for the whole of 2016 equal to € 0.206 per share (in line with the policy already presented to the market), and the distribution of € 0.1339 per share, as a final dividend, after the interim dividend of € 0.721 already paid on 23 November 2016. The payment of the final dividend is only based on 2016 profits.
"The reappointment of the BoD is a relevant step in Terna's history, characterised in this case by the balanced and combined presence of significant changes to senior management positions and confirmations that ensure governance continuity". The Chairwoman of Terna, Catia Bastioli, when opening the meeting, referred to the reappointment of the BoD and the Group's results, because as she said, "beyond the contribution made by the Board and individual people, the most important factor regarding continuity is Terna itself", which once again in 2016 recorded positive results, continuing its growth trend from previous years. "A sequence of solid performances based on consistent work, aimed at directing internal resources in the best way possible towards objectives of further improvement".
After reviewing the Group's results, Bastioli underlined that: "The profile of a very solid group emerges, which is capable of generating good economic results, while at the same time, consolidating the quality, sustainability and preparation to deal with the upcoming challenges in the future. An important foundation that the new BoD can add value to".
This brings us to the new Board of Directors appointed by the Shareholders' Meeting for the three-year period 2017/2019, which comprises nine directors: Catia Bastioli, Luigi Ferraris, Elena Vasco, Yunpeng He, Fabio Corsico, Stefano Saglia (from the list presented by the relative majority shareholder CDP Reti S.p.A.), Luca Dal Fabbro, Gabriella Porcelli and Paola Giannotti (taken from the list presented by a group of shareholders formed of asset-management companies and other institutional investors).
Catia Bastioli, Elena Vasco, Fabio Corsico, Stefano Saglia, Luca Dal Fabbro, Gabriella Porcelli and Paola Giannotti declared that they met the independence requirements established by Law (Consolidated Law on Finance) and by the Terna S.p.A. Bylaws, as well as – with the exception of Catia Bastioli, already Chairwoman of Terna – the independence requirements envisaged for Directors by the Corporate Governance Code of listed companies.
The General Meeting also appointed as Statutory Auditors for the three-year period, Vincenzo Simone and Maria Alessandra Zunino de Pignier, taken from the list presented by the majority shareholder CDP Reti, and Ricardo Enrico Maria Schioppo who, taken from the list presented by a group of shareholders consisting of asset-management companies and other institutional investors, has consequently taken on the position of Chairman of the Board of Statutory Auditors.
The alternate auditors Davide Attilio Rossetti (taken from the list submitted by a group of shareholders consisting of asset-management companies and other institutional investors), and Renata Maria Ricotti and Cesare Felice Mantegazza (from a list presented by the majority shareholder CDP Reti S.p.A.) were appointed.
Finally, the Shareholders' Meeting approved, with a percentage of over 94% of the votes, the TERNA S.p.A. “2017 Annual Remuneration Report” – with reference to the members of the Board of Directors, general managers and senior executives with strategic responsibilities – which illustrates the Remuneration Policy adopted by the Group and the procedures used for the adoption and implementation of this Policy.