231 Organizational Model (pursuant to Legislative Decree 231/2001)

In December 2002 Terna's Board of Directors resolved to adopt an Organizational and Management Model that met the requirements of Legislative Decree No. 231 of June 8, 2001, which introduced into Italian Law a system of administrative (and in practice criminal) liability for companies with respect to certain types of offences committed by their directors, managers or employees in the Company's interest or to its benefit. In particular, the law was intended to combat corruption. The possibility, for a company, to be exonerated from liability is conditional on specific actions, including:

  • having adopted and implemented – before the deed was committed – an organizational and management model in keeping with Legislative Decree 231 and capable of preventing crimes of the kind committed;
  • having entrusted the functioning, observance, and updating of the Model to an Internal Oversight Committee endowed with autonomous powers of initiative and control regarding the application of the Model.

Terna’s adoption of the 231 Organizational and Management Model is thus aimed at ensuring “conditions of fairness and transparency in the conduct of the Company’s business” and activities, so as to safeguard its position and image, as well as the expectations of its stakeholders, in keeping with the provisions of Legislative Decree No. 231 of June 8, 2001. The Model has subsequently undergone a number of revisions to adapt it to the provisions of the law and the inclusion of additional crimes to Decree 231.

In its current form the Model is divided into 11 parts, 1 general and 10 special (A, B, C, D, E, F, G, H, I, L). More specifically, following Legislative Decree 121/2011’s entry into force, which extended the scope of application to certain environmental crimes, Terna S.p.A. revised its Organizational and Management Model, introducing Special Part L, concerning such crimes.

The 11 special parts of the Model regard the following:

  1. crimes in relations with the civil service and the judiciary
  2. corporate crimes
  3. terrorism
  4. crimes against individuals
  5. market abuse
  6. recycling money
  7. manslaughter and grievous/very grievous bodily harm
  8. IT crimes, illegal data processing, copyright violation
  9. organized crime
  10. environmental crime

During 2012 the Security and Services Department carried out an intense study of the legislation in the industry and revised the Organizational Model to take account of the new corporate structure, ensuring among other things, rapid adaptation both to legislative changes and structural modifications.

On the first point, after implementing the catalogue of predicate crimes, Special Part D governing “Crimes against individuals” was modified, introducing the crime of “Employment of citizens of third countries without permission for residence”.

Analyses are currently in progress for updating the model following approval of Law 190/2012 (“Anti-corruption”).

On the second point, as a result of corporate restructuring, Terna's Model was revised to take into account the new organization, and all Group companies were given an ad hoc Organizational Model, tailored to their specific needs.

Further information on Terna’s Organizational Model is available at www.terna.it in the Corporate Governance Areaof the Investor Relations section.