Election of the Board of Directors
Pursuant to article 147-ter of Legislative Decree No. 58 of February 24, 1998, and article 14 of the Bylaws, the members of the Board of Directors are elected by slate voting. The outgoing Board of Directors does not present a slate of candidates.
Slates of candidates for the office of Director may be presented by shareholders who, alone or together with other Shareholders, own the minimum percentage of the share capital established by Consob with regulation (i.e. the 0.5% of the share capital).
You are reminded that each shareholder may present or cooperate in presenting only one slate and each candidate may stand in only one slate on pain of ineligibility.
The preparation, filing and publication of the slates shall be made in accordance with the modalities and conditions prescribed or referred to in article 14 of the Bylaws.
Preparation of the slates
- the candidates must be listed in the slates in progressive number;
- each slate must include at least two candidates possessing the requisites of independence established by the law (that is to say, those provided for the statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them first on the slate;
- the candidates for the office of the Board of Directors must possess, in addition to the requisites of honorableness established for the statutory auditors of listed companies, in accordance with the provisions of article 147-quinquies of Legislative Decree No. 58 of February 24, 1998, also the requisites of honorableness specified by Decree No. 517 of December 30, 1998 of the Minister of the Treasury, the Budget, and Economic Planning, for the representatives of entities which participate into the equity of financial intermediaries;
- in the event that Directors leave office before the end of their term, article 14.5 of the Bylaws provides for a mechanism of mandatory cooptation requiring that, whenever possible, such Directors be replaced by candidates from the same slate who were not elected;
- the Company adopted a specific policy regarding the maximum number of offices that its members may hold on the boards of directors of other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform the role they have on the Board of Directors of Enel S.p.A.. Consult the document "Guidelines on the maximum number of offices that Directors of Enel S.p.A. may hold".
Filing of the slates
- The slates, together with the necessary documentation, shall be filed by the shareholders at the Company, no later than twenty-five days before the Meeting (i.e. by April 4, 2011);
This filing shall be made:
- by hand delivery at the office of the Department of Corporate Affairs of Enel S.p.A. (Viale Regina Margherita No. 137 – 00198, Rome, from Monday to Friday from 9:00 am to 5:00 pm); or
- using the specific section of the website through the following link firstname.lastname@example.org ; or
- via fax at +39 06 83055028.
The Company reserves the right not to accept the documents sent by fax or email which are illegible or which are submitted with damaged or illegible files.
Please indicate in the message accompanying the documents for the presentation of the slate a telephone number, a fax number or an email address of the sender.
The data controller, Enel S.p.A., shall process the personal data solely for those purposes each time necessary in order to comply with the scope provided for in this section of the website with respect to the Meeting.
The transmission and the processing of the personal data are necessary for the purposes indicated in this section of the website. The lack of these personal data could determine the impossibility to proceed with the requests submitted from time to time.
The personal data processing, for the purposes written above, shall be carried out mainly with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and shall be stored in printed copy, in any case so as to ensure full compliance with the security measures prescribed by Legislative Decree No 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding personal data processing.Personal data shall be stored for a period of 36 months and shall not be communicated to third parties, except when required by applicable laws or regulations. The data controller is allowed to transmit the personal data to Servizio Titoli S.p.A. (that will process the data in his capacity as responsible for the data processing) in order to allow for the correct exercise of the rights provided in this section of the website, with respect to the Meeting.
The person responsible for the data processing is the Head of the Department of Corporate Affairs, domiciled at the registered office of Enel S.p.A., who is entitled, upon request, and pursuant to article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide for the information requested by paragraph 2 of the aforementioned article 7 (origin, scope and reason of the data processing and information regarding the persons in charge and responsible for the processing); and (iii) to update, correct, integrate, cancel and transform the data. The interested person is entitled to oppose the data processing in those cases and for those purposes provided for in Legislative Decree No. 196/2003.
The exercise of the rights provided in this section, with the modalities specified therein, implies consent to the processing of the personal data.
The declarations of the individual candidates, in which they accept their candidacies and certify, under their own responsibility, the inexistence of any cause of ineligibility or incompatibility, as well as their satisfaction of the requirements specified by applicable law for their respective offices, must be filed together with each slate.
The Self-regulation Code of listed companies recommends that, together with the slates, exhaustive written information on the personal and professional characteristics of the candidates is filed at the registered office; such information is also required by article 144-octies of Consob Resolution No. 11971 of May 14, 1999. The Self-regulation Code of listed companies also recommends that this information is accompanied by a statement as to whether or not the candidates qualify as independent according to article 3 of the aforesaid Code.
We remind you also that, Consob, with Communication n. DEM/9017893 of February 26, 2009, recommended “to shareholders who present a “minority slate” to file, together with the slate, a statement in which it is certified the lack of relationships of affiliation, also indirectly, as provided in articles 147-ter, paragraph 3, of Legislative Decree No. 58 of February 24, 1998 and in article 144-quinquies of Consob Resolution No. 11971 of May 14, 1999, with those shareholders who own, also on a jointly basis, a controlling or a relative majority stake, where they can be identified on the basis of the filings of the relevant shareholdings required by article 120 of the Consolidated Financial Act or on the basis of the publication of the shareholders' agreements pursuant to article 122 of the same Act”, specifying the possible significant relationships, if existing, with those shareholders who control or own a relatively majority stake into the Company.
In this respect, please note that, on the basis of the communications made pursuant to article 120 of Legislative Decree No. 58 of February 24, 1998, the Company results to be subject to the de facto control of the Ministry of Economics and Finance, which, owing a shareholding equal to the 31.24% of the share capital, has enough voting rights to exercise a dominant influence in the ordinary Shareholders' Meeting of the Company (it being understood that the aforesaid Ministry is not in any way involved in managing and coordinating the Company, in accordance with the provisions of article 19, paragraph 6 of Decree Law No. 78/2009, converted into Law No. 102/2009, which has clarified that the provisions of the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian Government).
At the filing of the slates, shareholders shall also provide information which allows for the identification of those who submit the slates. In particular, the ownership of the minimum percentage of the share capital of the Company required to submit the slates (0.5% of the share capital) is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed at the Company. The relevant certificate, released by an authorized intermediary, may be provided also after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by April 8, 2011).
Publication of the slates
The slates shall be made available to the public by the Company at its registered office, at Borsa Italiana S.p.A.'s registered office and on the Company's website at least twenty-one days before the date set for the Shareholders' Meeting (i.e. by April 8, 2011) together with:
- exhaustive written information on the personal and professional characteristics of the candidates, accompanied by a statement as to whether or not the candidates qualify as independent according to article 3 of the Self-regulation Code of listed companies, if applicable;
- a statement as to whether or not the candidates possess the requisites of independence established by the law (i.e. those applicable to the statutory auditors of listed Companies);
- the indication of the identity of the shareholders who present the slates and their percentage of total shareholding.
Pursuant to the Bylaws, we remind that for the purposes of identifying the Directors to be elected, candidates listed on the slates that have received a number of votes amounting to less than half of the percentage required for presenting the aforesaid slates are not taken into account.