Overview of the Structure of the Board of Directors and Board Committees

Board of Directors


Audit Committee Compensation Committee Strategy Committee
Post held Member Elected from a slate Executive non-Executive Independent *** No. of other posts held * % attendance at Shareholders’ Meet. ** *** ** *** ** ***
Directors in Office at December 31, 2010 (a)
Chairman Giuliano Zuccoli (b)
X 100 6 100

X 100
Chief Executive Officer Umberto Quadrino (b) X 100 3 100

X 100
Director Marc Boudier (l) (b)
X 100 8 0
X 100 X 100
Director Mario Cocchi (c)
X X(h) 100 7 100
X 100
Director Gregorio Gitti (b)
X X(h) 85.71 10 100
X 100
Director Gian Maria Gros-Pietro (b)
X X(h) 85.71 4 100 X 80 X 100
Director Marco Merler (b)
X 100 8 100 X 100

Director Thomas Piquemal (d)
X 100 8 (i) X 100

Director Henri Proglio (e)
X 33.33 12 0


Director Renato Ravanelli (b)
X 100 13 100

X 100
Director Paolo Rossetti (b)
X 100 9 100


Director Andrea Viero (f)
X 71.43 5 100 X 60

Director Gerard Wolf (l) (b)
X 85.71 8 0


Directors who Resigned their Office in 2010
Director Didier Calvez (g)
X
100 - 100 X 100



Number of meetings held in 2010


Board of Directors: 7 Audit Committee: 5 Compensation Committee: 4 Strategy Committee: 5

Quorum required to file minority slates for the election of one Director:
1% of the shares that convey the right to vote at the Ordinary Shareholders’ Meeting.

* This column shows the number of other companies with shares traded in regulated markets in Italy or abroad, as well as financial, banking or insurance companies or companies of significant size of which the party in question is a Director or Statutory Auditor. In the table that follows, these positions are listed in detail.
** An “X” marked in this column indicates that the listed Director is a member of the applicable Committee.
*** This column shows the attendance percentages of Directors at meetings of the Board of Directors and Committees, respectively.

(a) Elected by the Shareholders’ Meeting of April 2, 2008 for a three year period ending with the approval of the 2010 annual financial statements.
(b) Elected from a slate filed by Transalpina di Energia Srl, the majority shareholder.
(c) Elected from a minority slate filed by Fincamuna Spa.
(d) Coopted by the Board of Directors on June 29, 2010 to replace Didier Calvez, who resigned, and in office until the next Shareholders’ Meeting. Name submitted by Transalpina di Energia Srl, the majority shareholder.
(e) Coopted by the Board of Directors on February 8, 2010 and elected by the Shareholders’ Meeting on March 23, 2010 to replace Pierre Gadonneix, who resigned. Name submitted by Transalpina di Energia Srl, the majority shareholder.
(f) Coopted by the Board of Directors on November 12, 2008 and elected by the Shareholders’ Meeting on March 31, 2009 to replace Ivan Strozzi, who resigned. Name submitted by Transalpina di Energia Srl, the majority shareholder.
(g) Coopted by the Board of Directors on April 30, 2009 and elected by the Shareholders’ Meeting on March 23, 2010 to replace Daniel Camus, who resigned. Name submitted by Transalpina di Energia Srl, the majority shareholder.
(h) Director who meets the independence requirements of Article 148, Section 3, of the Uniform Financial Code and Principle No. 3 of the Code.
(i) Percentage not applicable because he was coopted after the only Shareholders’ Meetings held in 2010.
(j) Resigned on January 14, 2011.

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