Bylaws, Rules and Policies

Text of the bylaws in force, as finally amended by the extraordinary Shareholders' Meeting of May 24, 2018.

Last updating as of: June 22, 2018

Corporate bylaws

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Shareholders' Meetings are governed, in addition to the law and bylaws, by a specific regulation approved at the ordinary shareholders' meeting of 25 May 2001 (as subsequently amended and integrated in 2010). The contents of such regulation are in line with the most advanced models for companies with listed shares expressly drawn up by several professional associations (Assonime and ABI).

Regulation of the meetings

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Acknowledging that diversity and inclusion are two key elements in the culture of a multinational Group such as Enel, which operates in over 30 countries worldwide, Enel’s Board of Directors and Board of Statutory Auditors have adopted, each within its sphere of competence, specific diversity policies describing such corporate bodies’ composition features deemed optimal for allowing them to discharge their tasks in the most effective way, taking decisions which may actually benefit from the contribution of a variety of qualified views so that the issues under discussion are considered from different perspectives.

Last updating as of: February 5, 2018

Diversity Policy of the Board of Directors of Enel S.p.A.

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Diversity Policy of the Board of Statutory Auditors of Enel S.p.A.

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Starting from December 2006, the board of directors - implementing the provisions of the Italian Civil Code, as well as the recommendations of the Corporate Governance Code for listed companies - has adopted an internal regulation aimed at identifying the procedures for approving and carrying out transactions with related parties, in order to ensure the transparency and fairness, both substantial and procedural, of the such transactions. The foregoing regulation was applied until the end of 2010; since January 1, 2011, a new procedure for transactions with related parties applies. The new regulation was approved by the Board of Directors in November 2010 in compliance with the requirements provided by CONSOB with a specific regulation adopted in March 2010 implementing the provisions of the Italian Civil Code. According to such regulation, the transactions with related parties can be divided into the following three categories:

  • transactions of major importance: are those exceeding a specific threshold (equal to 5%) of three relevance indexes, which take into account the consideration of the transaction, of value of the assets of the entity which is the target of the transaction and the value of the liabilities of the entity acquired. Such transactions, if not subject to the approval of the shareholders' meeting pursuant to the bylaws or applicable laws, are necessarily subject to the board of director's examination and approval;
  • transactions of minor importance: are those transactions other than the transactions of major importance and transactions for small amounts. Such transactions, if not subject to the approval of the shareholders' meeting pursuant to the bylaws or applicable laws, are approved by the competent person/body in accordance with the powers in force;
  • transactions for small amounts: are those characterized by a consideration lower than specific thresholds, distinguished depending on the category of related parties with whom the transactions are executed. The procedure does not apply to transactions for small amounts.

In November 2010, the Board of Directors set up an internal Related Parties Committee, entrusted with the task of providing opinions, according to the procedure, on transactions with related parties carried out by Enel either directly or indirectly through its subsidiaries.

Last update: February 19, 2014

Procedure for transactions with related parties

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Since February 2000, the Board of Directors approved special rules for the internal management and handling of confidential information, which also contain the procedures for the external circulation of documents and information concerning the Company and the Group, with particular reference to inside information. Such rules were updated several times, and finally overall recast in September 2018 in compliance with the new market abuse discipline introduced at European and Italian level. The rules are aimed at keeping confidential information secret, while at the same time ensuring that the information regarding the Company and the Group made available to the market is correct, complete, adequate, timely, and non-selective.
The rules also set forth specific procedures to be followed when circulating information regarding the Company and the Group outside the Group - with particular emphasis on communication to the market of inside information and financial information - and carefully regulate the ways in which Company and Group representatives enter into contact with the press and other mass media, or financial analysts and institutional investors.

Last updating as of: October 05, 2018

Internal regulations for the management and divulgation of information and documents to outsiders

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Implementing the recommendations of the Self-regulation Code of listed companies, the Board of Directors established specific guidelines regarding the maximum number of offices that its members may hold on the boards of directors and the boards of statutory auditors of companies of a significant size.
This was done in order to ensure that those concerned dispose of sufficient time to effectively perform the role they have on the Board of Directors of Enel.

Last updating as of: February 17, 2020

Guidelines regarding the maximum number of offices that the Directors of Enel S.p.A. may hold

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Since 2009, Enel S.p.A. (hereinafter, “Enel”) has formalized a special procedure for regulating the assignments to auditing companies that do business with the Group. The procedure represents a valid governance tool in the activity of assessing and monitoring the independence of the Group’s principal auditor carried out by Enel’s Board of Statutory Auditors (hereinafter, “Collegio Sindacale”).

Following the entry into force of the new EU and national provisions on the subject, in its meeting of November 20th, 2017 the Collegio Sindacale of Enel updated the contents of the procedure, with effect as of January 1st, 2018.

According to the procedure, the Collegio Sindacale of Enel shall approve in advance the awarding by Enel Group companies of each additional assignment – other than the statutory audit and for which no incompatibility is provided for by the law – to the Group's principal auditor or to entities belonging to its network.

As regards certain additional assignments, having characteristics deemed unable to undermine the principal auditor's independence, the Collegio Sindacale of Enel shall not express a prior approval, but rather periodically receive ex post information regarding the awarding of the additional assignments. In this case, the Audit and Corporate Affairs Unit shall anyhow verify that the prerequisites of the simplified procedure are met on a case-by-case basis.

The additional assignments awarded to entities belonging to the principal auditor’s network by Enel Group companies – other than Enel – whose shares or bonds are listed on regulated markets (hereinafter, “Listed Companies”), as well as by companies controlled by such Listed Companies, shall be subject to the prior approval by the corporate body of such Listed Companies performing functions similar to those entrusted to the Collegio Sindacale of Enel as far as monitoring of the auditor’s independence is concerned, or shall be ex post periodically disclosed to that corporate body, in accordance with the law and regulations applicable to the relevant Listed Companies and with their management autonomy.

Organizational procedure regarding assignments to auditing companies

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The Guidelines are the result of an in-depth analysis of the different legal systems in which the Enel Group operates, in order to devise common solutions and improve the operations’ efficiency, absent a company law regulation of multinational groups at supranational level.

Following the strong growth realized also through significant international acquisitions, the Enel Group currently includes 15 companies whose shares are listed on different stock exchanges (Argentine, Brazilian, Chilean, Italian, Peruvian, Russian, Spanish and United States stock exchanges), thus presenting under this perspective a unique feature at international level.

Having been approved by the Board of Directors of Enel S.p.A. in December 2017, the Guidelines have been adopted in 2018 by the competent governing bodies of the listed subsidiaries. Moreover, they have been presented during an international seminar on multinational groups held in Madrid in October 2018, attended by the representatives of the supervisory authorities of the financial markets where the most relevant subsidiaries are listed and by leading academics. 

Enel Group Corporate Governance Guidelines

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In July 2015 the Board of Directors of Enel approved, and subsequently amended in February 2019, certain Recommendations aimed at strengthening the corporate governance of Enel’s subsidiaries listed on regulated markets (currently 14 issuers) and, in compliance with their management autonomy, to ensure the implementation by such companies of local best practices in relation thereto.

The Recommendations concern, in particular, the composition of the management body, the requirements of members of the management body and their remuneration, some best practice such as the board review and induction of directors, the treatment of inside information, the adherence to codes of conduct and best practices of the relevant markets, as well as the accessibility of significant information for the shareholders on the subsidiaries’ website.

Recommendations on corporate governance of listed companies of Enel Group

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Recomendaciones en materia de gobierno corporativo de las sociedades cotizadas del Grupo Enel 2019

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