Pursuant to Article 25.1 of the Corporate Bylaws, the Board of Statutory Auditors of Enel S.p.A. is composed of three regular members elected by the Shareholders' Meeting; the Shareholders' Meeting also elects three alternate members.
The Board of Statutory Auditors shall serve for a term of three accounting periods (expiring on the date of the Shareholders' Meeting convened to approve the financial statements related to the third accounting period) and its members may be re-elected at the expiration of their term.
Both regular and alternate members of the Board of Statutory Auditors are elected by the Shareholders' Meeting on the basis of the slates filed by the shareholders, pursuant to Article 148 of Legislative Decree no. 58 of February 24, 1998 and Article 25.2 of the Corporate Bylaws.
In view of the appointment of the Board of Statutory Auditors, shareholders are encouraged to read: (i) the “Diversity Policy of the Board of Statutory Auditors”, approved from the Board of Statutory Auditors itself and available in this webpage under the section “Bylaws, Rules and Policies”; and (ii) the specific “Guidelines to Shareholders on the composition of the new Board of Statutory Auditors”, approved by the expiring Board of Statutory Auditors on March 29, 2019.
Title for filing the slates
The slates of candidates may be filed only by the shareholders who, alone or together with other shareholders, own the minimum shareholding in the share capital of the Company as set forth by Consob with regulation (i.e. 0.5% of the share capital of Enel S.p.A.); the ownership of such minimum shareholding is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed with the Company.
It should be noted that each shareholder may neither file nor vote, even indirectly through a third person or trust companies, more than one slate. Shareholders which are part of the same group and those who are part of a shareholders' agreement relating to the shares of the Company may not file or vote, even indirectly through a third person or trust companies, more than a slate. Each candidate may be indicated only in one slate, under penalty of ineligibility.
The composition, filing and publication of the slates shall be made in accordance with the modalities and conditions under Article 25 of the Corporate Bylaws.
How to prepare the slates
Slates are to be divided into two sections: one for the candidates for the office of regular Statutory Auditor and the other one for candidates for the office of alternate Statutory Auditor; within each section of the slate, candidates must be listed in progressive number and their number must not exceed the one of the members to be elected (i.e. three regular Statutory Auditors and three alternate Statutory Auditors).
Pursuant to Article 25.2 of the Corporate Bylaws, the first candidate on each slate section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.
According to the Corporate Bylaws and the applicable laws on gender balance, slates which, considering both sections, contain a number of candidates equal to or above three shall also include, both in the first two places of the section of the slate relating to the regular Statutory Auditors, and in the first two places of the section of the slate relating to the alternate Statutory Auditors, candidates belonging to different genders.
Candidates must meet the requirements of independence established - under penalty of ineligibility and decadence - for the office of statutory auditor of listed companies pursuant to Article 148, paragraph 3, of Legislative Decree no. 58 of February 24, 1998.
All candidates must also meet the requirements of integrity and professionalism provided for by Decree no. 162 of March 30, 2000 of the Minister of Justice. As specified by Article 25.1 of the Corporate Bylaws, for the purpose of the provisions of Article 1, paragraph 2, letters b) and c), of such Decree, subjects concerning commercial law and tax law, business economics and corporate finance, as well as fields and sectors of activities related to energy in general, communications, electronic and information technology, network structures, are considered strictly relevant to the activities of the Company.
With respect of the causes for ineligibility and the limit to the number of offices that members of the Board of Statutory Auditors may hold in management and supervisory bodies, Article 148-bis of Legislative Decree no. 58 of February 24, 1998 and Articles 144-duodecies and following of Issuers' Regulation apply.
How to file the slates
The slates shall be filed by shareholders at the Company's registered office, no later than twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 21, 2019), it shall be understood as postponed to the first working day available (i.e. April 23, 2019). Wherever possible, shareholders are encouraged to file the slates before the deadline.
The slates shall be filed as follows:
- by hand delivery of the relevant documentation at the offices of Enel S.p.A. Legal and Corporate Affairs, Viale Regina Margherita no. 137, 00198 Rome, from Monday to Friday, from 9:00 am to 5:00 pm;
- through this section of the website with email to the following address email@example.com;
- by fax to no. 06 83055028, with reference to "Filing of the Board of Statutory Auditors slates".
Together with the slates, all the information aimed at identifying the person who is filing the slates should be provided.
The Company reserves the right not to accept the documents sent by fax or email which are sent with damaged files or are otherwise illegible.
Please indicate in the message accompanying the documents for the submission of the slate a telephone number, a fax number or an email address of the sender.