Internal Control and Risk Management System

Introduction

This code expresses the ethical commitments and responsibilities fulfilled in the performance of business activities and corporate operations by the staff members of all the companies of the Enel Group (*), meaning both the executives and the employees, in every sense of the term, of these enterprises.

Enel aims to maintain and develop a relationship of trust with its stakeholders, meaning those categories of individuals, groups, or institutions that play a role in accomplishing Enel's mission or have an interest in pursuing that mission.

Stakeholders are those who make investments tied to Enel’s activities, meaning, first and foremost, the shareholders, followed by staff members, clients, suppliers, and business partners. In a broader sense, the term refers to all those individuals or groups, as well as the organizations or institutions that represent them, whose interests are directly or indirectly affected by Enel’s activities: i.e., the local and national communities in which Enel operates, as well as environmental groups, future generations, etc.

Unethical conduct

Unethical conduct in the performance of business activities compromises the relationship of trust between Enel and its stakeholders.

Unethical behaviors that favor attitudes of hostility towards the Group include attempts on the part of anyone, either an individual or an organization, to reap the benefits from the contributions of others by exploiting positions of power.

The value of a good reputation and fiduciary duties

A good reputation is an essential intangible resource. A good reputation in external relations favors investments by shareholders, client loyalty, recruiting the best human resources, supplier's peace of mind, and reliability in the eyes of creditors. In terms of internal affairs, a good reputation makes it possible to take decisions and implement them without friction, organizing work activities without bureaucratic controls and an excessive use of authority.

Given that the Code of Ethics clearly states Enel’s specific duties towards its stakeholders (fiduciary duties), it is proposed that observance of the code be used as the term of comparison for judging Enel’s reputation. The Code of Ethics consists of:

• the general principles governing relations with stakeholders, which determine, in an abstract manner, the values of reference for judging Enel's activities;
• the criteria of conduct toward each category of stakeholder, which generate the specific guidelines and standards that Enel staff members are required to follow in order to comply with the general principles and prevent the risk of unethical forms of behavior;
• the mechanisms of implementation, which form the system of control designed to ensure the observance and continuous improvement of the Code of Ethics.

The value of reciprocity

Inherent in the Code of Ethics is an ideal of cooperation meant to work to the mutual advantage of the parties involved, in accordance with the role of each. With this in mind, Enel requests that each stakeholder deal with the Group according to principles and rules based on a similar idea of ethical conduct.

Validity and application of the code

The Code of Ethics applies to all the companies of the Enel Group, meaning that it is binding for the conduct of all the staff members of those companies. In addition, Enel requests that the conduct of all its associated or subsidiary enterprises, as well as its chief suppliers, comply with the general principles of the present code.

The Code of Ethics is valid both in Italy and abroad, albeit in accordance with the cultural, social, and economic differences in the various Countries where Enel operates.

In fact, should the standards of environmental protection, social security, and work safety, as well as the economic and regulatory treatment of staff members, be lower in the Countries where Enel operates than is normally the case in Italy, then Enel shall undertake to guarantee an ongoing and appreciable improvement in the levels offered locally, in keeping with the principles of this Code.

Internal and external stakeholders, whether they are employees, clients, suppliers, community representatives, etc., may report here any violation or suspected violation by personnel belonging to the Group or its counterparts (this is also known as whistleblowing), including behaviors and practices that could be the cause of financial damage or prejudice for Enel.

(*) From this point forward, the term “Enel” shall refer to all the companies of the Group.

In accordance with the obligations toward stakeholder declared and undertaken in the Code of Ethics, in 2002 Enel became the first Italian company to adopt the Organizational and Management Model prescribed by Italy's Legislative Decree 231 of June 8, 2001. This law introduced a system of liability (defined as administrative but actually criminal) for companies committing specific offences.
The Organizational and Management Model was originally adopted by means of deliberation of the Board of Directors of Enel S.p.A. on July 23, 2002. It has been updated and integrated over time, as successive legislative interventions broadened the category of offenses that are considered as falling within the administrative liability provided for by Legislative Decree 231/01.

The Model adopted by Enel contains provisions that are consistent with the guidelines drawn up by trade associations and with the best practices from the United States, thus advancing further toward greater rigor, transparency, and responsibility in both its internal and external relations, while it offers stakeholders the best guarantees of an effective and correct management.

The Enel Model is made up of a “General Part” and single “Special Parts” regarding the different kinds of crimes and administrative infractions that must be prevented.

Any breach or suspected non-compliance of Model 231/01 and/or any other pertinent information concerning its implementation should be pointed out to the Enel S.p.A. Control Body.

Observations can be sent in writing to the following address:

Enel S.p.A., Funzione Audit
Enel S.p.A. Control Body

Via Dalmazia, 15

00198 Roma

Last update: February 6, 2019

Enel performs its daily activities in compliance with its Code of Ethics. Our business plan is supplemented by specific Corporate Social Responsibility objectives published in the Sustainability Report. We have joined the United Nations Global Compact together with some 60 other international companies that are active in the fields of energy, building, and mining. Enel has also signed on to the “Partnering Against Corruption Initiative” launched by the World Economic Forum at Davos in January 2005, which has developed principles and practices to ensure a level playing field for all competitors.

Consequently, the Enel Group has developed an anti-corruption plan: Zero Tolerance on Corruption. It reaffirms the need to comply with the principles of honesty, transparency, and fairness in performing one's work, as well as setting out specific anti-corruption measures to be adopted in relationships with stakeholders: partners, subsidiaries, suppliers, advisors, and co-workers.

In drafting the ZTC Plan, the working group drew on the skills of Transparency International, incorporating its principles of transparency regarding bribery and facilitation payments, contributions and sponsorships, gifts and purchasing procedures.

In November 2013, Enel’s Board of Directors approved the SCIGR Guidelines (subsequently updated in February 2015, February 2016, and in December 2023), so that the main risks related to the Enel Group can be correctly identified as well as properly measured, managed, and monitored.

Last update: February 16, 2024

In February 2015, Enel’s Board of Directors approved the document containing the Audit Charter, in line with the professional standards issued by the Institute of Internal Auditors and the best practice of listed companies, as well as with the contents of the SCIGR Guidelines. The document was updated in February 2022.

The Enel Global Compliance Program (EGCP), addressed to the foreign companies of Enel Group, integrates any local compliance program adopted by Enel subsidiaries in accordance with any applicable law on corporate criminal liability.

Inspired by the most relevant international regulations on this issue, it is designed as a tool to reinforce Enel’s commitment to the highest ethical, legal, and professional standards for enhancing and preserving the Group’s reputation.

The type of conducts considered significant under the Enel Global Compliance Program (as well as the related provision of standards of behavior and areas to be monitored in order to prevent committing crimes) is based on conducts that could be considered illicit in most of the Countries, such as bribery, crimes against public entities, accounting fraud, money laundering, health and safety crimes, environmental crimes, etc.

In line with Principle 10 of the UN’s Global Compact, which states that “Businesses should work against corruption in all its forms, including extortion and bribery,” Enel is committed to pursuing the fight against corruption in all its kinds, both direct and indirect, by applying the principles established under the pillars of its Anti-Bribery Management System (Organizational and Management Model 231, TZC Plan, Code of Ethics, Enel Global Compliance Program).

This commitment is confirmed within the anti-bribery policy adopted by Enel S.p.A. in compliance with ISO 37001:2016 “Anti-bribery management systems.” In 2017, Enel’s anti-bribery management system achieved the certification of compliance with international standard requirements, which was confirmed by subsequent surveillance and renewal audits. 

Enel has thus gradually extended the ISO 37001 certification process to its main subsidiaries, both in Italy and abroad, in line with the statements contained in our Sustainability Report and Consolidated Non-financial Statement, which can be consulted for further details.