Remunerations
Shareholders' Meetings determine the fees of the members of the Board of
Directors. After the Board of Statutory Auditors has expressed its opinion, the
Board of Directors itself sets the additional fees for the members of the
Committees with advisory and proactive duties instituted within the Board of
Directors. The total pay to which the Chairman and the Chief Executive Officer
are entitled is also established by the Board of Directors, following a
proposal by the Compensation Committee and after the Board of Statutory
Auditors has expressed its opinion.
Specifically, as regards the Board of Directors currently in office, in June
2008 an Ordinary Shareholders' Meeting confirmed euro 85,000 gross a year as
the fee to which each Director is entitled, in addition to the reimbursement of
the expenses necessary to perform his duties.
In June 2008, after receiving the opinion of the Board of Statutory
Auditors, the Board of Directors confirmed the additional fees to be paid to
the non-executive Directors for their participation on the Compensation
Committee and the Internal Control Committee. For the coordinators of such
Committees, the fee is euro 35,000 gross a year, while for the other members
the fee is euro 30,000 gross a year. An attendance fee of euro 250 gross a
session is also provided for all members of the board.
In October 2008, upon proposal by the Compensation Committee and after
receiving the opinion of the Board of Statutory Auditors, the Board of
Directors determined the total pay of the Chairman and the Chief Executive
Officer/General Manager. This pay was established after a careful analysis
carried out with the assistance of a qualified external consultant, in which
the remuneration of persons in positions similar to those of the persons
concerned (including international comparisons) was taken into account.
Chairman
The Chairman is entitled to fixed pay of euro 700,000 gross a year and
variable pay of up to a maximum of euro 560,000 gross a year. The variable pay
- whose purpose is to enhance the synergetic cooperation between the Chairman
and the Chief Executive Officer/General Manager, while respecting the autonomy
and safeguarding the powers of the latter - is tied to the achievement of
specific and objective annual goals connected with the business plan and
established by the Board of Directors upon proposal by the Compensation
Committee. The total pay thus determined includes the base fee of euro 85,000
gross a year set by the Shareholders' Meeting for each Director, as well as the
fee to which the Chairman is entitled if he sits on the boards of directors of
Enel subsidiaries or affiliates, which therefore the person concerned must
waive or transfer to Enel.
CEO / General ManagerCEO/General Manager
With regard to his capacity as Chief Executive Officer, the Chief Executive
Officer/General Manager is entitled to fixed pay of euro 600,000 gross a year
and variable pay of up to a maximum of euro 900,000 gross a year. The amount of
his variable pay depends on the achievement of objective and specific annual
goals connected with the business plan, which are established by the Board of
Directors upon proposal by the Compensation Committee. The total pay thus
determined includes the base fee of euro 85,000 gross a year set by the
Shareholders' Meeting for each Director.
With regard to his capacity of General Manager, the Chief Executive
Officer/General Manager is also entitled to fixed pay of euro 700,000 gross a
year and variable pay of up to a maximum of euro 1,050,000 gross a year. In
this case, too, the amount of the variable pay depends on the achievement of
objective and specific annual goals connected with the business plan, which are
established by the Board of Directors upon proposal by the Compensation
Committee. The total pay thus determined includes the fee to which he is
entitled if he sits on the boards of directors of Enel subsidiaries or
affiliates, which therefore the person concerned must waive or transfer to
Enel.
