TERNA | 2012

On May 16, 2012, in Rome, Etica Sgr has participated for the first time to Terna shareholders meeting.
Etica Sgr voted in favor of all points in agenda, abstaining from voting on the Policy on management remunerations and voting against the distribution of net profit.
Etica abstained from voting the management remunerations policy 2011 because it believes that there should be more detailed about the indicators for the variable part of compensation and wondering the introduction of CSR criteria for the CEO and the Management compensations. Moreover, Etica considered too high the difference between the CEO remuneration and the average of all employees of Terna. As the Chairman, Mr. Roth, said, the CEO receives a whole compensation which is 30 times biggest than the average employees one.
About the distribution of net income, Etica Sgr decided to vote against because, considering the high pay out ratio (95,8%), it underlined that it would have favoured the proposal of Board to keep a larger part of the net profit for investments instead of giving it to shareholders as earning for share. Investments could be dedicated to the development of the “smart grid” or to batteries in wind or solar plants. The Company didn’t reply about this point.
Finally, Etica Sgr asked to Terna the status of the project “Udine Ovest – Redipuglia power line”. In particular, Etica was interested in understanding if all stakeholders were being involved, given the high environmental impact of the project and the local communities protests. Even in this case, Terna preferred to not answer.

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