Since around Terna are, understandably, very sensitive about what is written on this site, today we would like to use all the caution that this beautiful listed company deserves. A bit out of prudence, he wanted the ladies’ bathroom in the Terna board room to remain private. You never know.
Yesterday, as revealed exclusively by TheVermilion.coma Board of Directors meeting was held. And as we imagined it didn’t go smoothly at all. The tom tom about the stock market a split session and of a vote that even came to a close. But we don’t want to believe it. However, our friends at Terna could explain the contents of the professor’s email letter to us Mark Giorgiopresident of the new “Control and Risk Committee”. We’ll talk about this another time, but this isn’t exactly praise for how governance was handled. But the point is another. In fact we made a mistake in the previous piece and we apologize to Terna for it. A new internal council committee has not been created. Four remain, but with different names and functions. Also because the Board of Directors should have thrown an opinion in the bin Spencer and Stuart; the consultants, among other things, had put on paper that a new committee would only increase costs.
In fact, every member of Terna’s board of directors has an annual salary of 35 thousand euros. But participation in committees rounds out the sum, given that it is worth an additional token of 40 thousand euros. From the report on the remuneration policy, which due to its incomprehensibility seems like the Voynich manuscript, it would seem that these tokens are cumulative. So a councilor with three committees gets 120 thousand euros plus 35 thousand. The presidents of the committees instead have a token of 50/60 thousand plus 35 thousand from councilors. For goodness sake it’s about work. But as you can well understand, the professionals on the boards of directors pay attention to these little things. And creating a new committee is not something to do.
Let’s go back to our story. The Council yesterday decided to reintroduce these committees. And here we allowed ourselves, in a disrespectful way and we apologize for it, to talk about trick. We were wrong in this case too. What fools. The tricks are done secretly. Yesterday everything was done in broad daylight. Two directors have disappeared from the “Remuneration and Appointments Committee”: Angelica Donati And Annachiara Svelto. Move to another room. Nothing strange for goodness sake. Except that, as far as this newspaper knows, the two councilors are also the only two who voted against, last year, the changes to the remuneration policies introduced by the new management.
Alas in the very transparent Voynich manuscript of Terna we know how many times that committee met, how many hours it lasted, the percentages (yes percentages) of the votes against but not of the individual “dissenting opinion”. It will be said: that’s what everyone does. But what a mess for us journalists. Knowing that two directors are opposed to a key decision of the “Remuneration Committee” and discovering that the following year they are removed by it, well in short: it would have been interesting information for the market. The president of the committee, the very knowledgeable Cucchiani, writes in his report that some coefficients of the variable remuneration have already been adjusted upwards.
There Severanceprovided that the next “Remuneration Committees” approve the achievement of company objectives, it is therefore worth approximately 6 million euros. We won’t bore you with other remuneration items, such as the payment of supplementary pensions, health policies and other end-of-term benefits. Salaries e Severance they entail a three-year package for Di Foggia that is close to 15 million euros. We repeat: as long as the desired results are achieved. Which means that we made another mistake in the first piece on Terna and that is that if the CEO were to have only one mandate she would perceive five million euros per year. Not four as we wrote.
It is worth noting how the ministry of Giancarlo Giorgetti for another important public company, decidedly more complicated and important than Terna, has requested and seems to have obtained that public managers do not benefit from this severance pay.
Perhaps this is also why the two independent councilors had raised their eyebrows. Zac they cut it off.
Ps: it’s not easy even for those who have always written about economics and finance (and this isn’t nice anyway) to understand when a public manager of a listed company really gets paid. So if our reconstruction is not entirely precise we would gladly host Terna for explanations.
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