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

In 2002, Terna’s Board of Directors resolved to adopt the Organizational and Management Model to comply with the provisions of Legislative Decree no. 231 of June 8, 2001, which introduced into Italian law a regime of administrative (but de facto criminal) liability of companies for several kinds of crimes committed by directors, executives, or employees in the interest or to the benefit of the company. In particular, the law was intended to fight corruption. The possibility for a company to be exempted from liability depends on specific actions, including:

  • having adopted and implemented (before the crime is committed) an organizational and management model consistent with Legislative Decree 231 and appropriate for preventing crimes as the one that was committed;
  • having entrusted the operation, respect and updating of the Model to an internal Vigilance Body 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 conducting 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 law provisions and for the inclusion of additional crimes in Decree 231.

The Model currently consists of 11 parts, a general one and 10 special ones (A, B, C, D, E, F, G, H, I, L). In particular, after Legislative Decree no. 121/2011 became effective, which extended the application field to certain environmental crimes, Terna S.p.A. adapted its Organizational and Management Model by introducing Special Part L, which regards environmental crimes.

Specifically, the 11 special Parts of the Model regard the following:

 

A – crimes towards the Public Administration

B – corporate crimes

C – crimes of terrorism

D – crimes against individuals

E – market abuse

F – money laundering crimes

G – crimes of involuntary manslaughter and grievous bodily harm

H – computer crimes, unlawful data processing, copyright violation

I – organized crime

L – environmental crimes

 

In March 2011, the Corporate Security Department published and distributed to all employees a manual for personnel entitled “Legislative Decree no. 231 of June 8, 2001 – A Model for Organizing and Managing the Procedures” to further support the provision of information and training on the subject . An awareness campaign was also conducted adjusted according to crime “at risk” areas in which each one operates.

Further information on Terna’s organizational Model is available at www.terna.it under Corporate Governance, in the “Investor Relations” section.