Election of the Board of Statutory Auditors
Title to submission of the slates
Pursuant to Articles 148 and 147- ter of Legislative Decree No. 58 of February 24th , 1998, and pursuant to Article 25 of the Bylaws, the members of the Statutory Auditors are elected by slating vote.
The slates of candidates may be presented only by the shareholders who, alone or together with other shareholders, own the minimum equity interest to the share capital of the Company provided by Consob with Regulation (i.e. 0.5% of the share capital). The ownership of the minimum equity interest to the share capital of the Company required for the purpose of submitting the slates 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 present nor vote, even indirectly through a third person or trust companies, more than a 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 present or vote, even indirectly through a third person or trust companies, more than a slate. Each candidate may be presented only in one slate, under penalty 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 25 of the Bylaws.
Preparation of the slate
- 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; candidates must be listed in progressive number and their number must not exceed that of the members of the body to be elected (i.e. three regular Statutory Auditors and three alternate Statutory Auditors);
- 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;
- pursuant to Article 25.2 of the Bylaws, the first candidate on each slate must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years;
- all candidates must possess the requirements of honorableness and professionalism provided for by Decree No. 162 of March 30th, 2000 of the Minister of Justice. 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;
- candidates must also possess 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 24th, 1998;
- with respect of 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 24th, 1998 and Articles 144-duodecies and following of Issuer's Regulation (approved by Consob's Resolution No. 11971 of May 14th, 1999), apply.
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 5th, 2013).
Such filing shall be made:
- 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 a.m. to 5 p.m.; or
- through this section of the website with email to the following address listecollegiosindacale@enel.com; or
- by fax to No. +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 submission 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 necessary from time to time 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 failure to transmit such personal data may determine the impossibility to provide a feedback to the requests submitted from time to time.
The personal data processing for the above purposes, will be mainly carried out with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and will be stored in printed copy, in order to ensure full compliance with the security measures prescribed by Legislative Decree 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding the personal data processing.
The personal data will be stored for a period of 36 months and will be not communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is allowed to transmit the personal data to Servizio Titoli S.p.A. (which will process the data in his capacity as responsible for the data processing) in order to allow the 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 Director of the Legal and Corporate Affairs Function, domiciled at the registered office of Enel S.p.A., to whom it may be requested at any time, pursuant to Article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide the information under paragraph 2 of the aforementioned disposition (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 the consent to the treatment of personal data.
Slates shall be filed together with:
- a declaration containing the information on the identity of the Shareholders presenting the slates and the indication of their overall percentage in the Company's share capital. The communication certifying the ownership of the aforementioned shareholding may also be provided to the Company after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. no later than April 9th, 2013);
- a declaration of the Shareholders others than those who, also jointly, hold a controlling or relative majority shareholding in the Company certifying the absence of any relationships of affiliation with such Shareholders. In rendering such declaration, shareholders are invited to take into account the recommendations made by Consob through Communication DEM/9017893 of February 26th, 2009. In this respect, it should be noted that, on the basis of the communications provided pursuant to Article 120 of Legislative Decree of February 24th, 1998. No. 58, the Company is subject to the de facto control of the Ministry of the Economy and Finance, that, possessing 31.24% of the share capital, has sufficient votes to exercise a dominant influence in ordinary Shareholders' Meetings of Enel S.p.A.(whilst not in any way involved in managing and coordinating the Company, in accordance with the provisions of Article 19, paragraph 6, of Law Decree No. 78/2009, converted with Law No. 102/2009, which clarified that the regulations contained in the Italian Civil Code regarding the management and coordination of companies do not apply to the Italian government);
- an detailed information on the personal traits and professional qualifications of the candidates and a declaration certifying the possession of the requisites provided for by the law and their acceptance of the nomination.
It should be noted that, pursuant to Article 144-sexies, paragraph 5, of the Issuers' Regulation, if, at the deadline of the term of the filing of the slates, only one slate has been filed – or if only slates by Shareholders with relationship of affiliation with shareholders who hold, also jointly, a controlling or relative-majority shareholding in Enel S.p.A. are presented – slates may be presented up to the third day following the abovementioned deadline set for the filing (i.e. within April 8th, 2013). In such case, only Shareholders that, individually or jointly, represent at least 0.25% of the share capital of Enel S.p.A. are allowed to file slates.
Publication of the slates
The slates will be made available to the public by the Company at its registered office and in this section of the Company's website at least twenty-one days before the date set for the Shareholders' Meeting (i.e. by April 9th, 2013) together with:
- a detailed written information on the personal traits and professional qualifications of the candidates;
- a declaration concerning the possession of the requirements of professionalism, honorableness and independence, provided for by the law;
- a declaration of the Shareholders others than those who hold, also jointly, a controlling or relative majority shareholding in the Company certifying the absence of any relationships of affiliation with such Shareholders, pursuant to Article 144-quinquies of Consob's Resolution No. 11971 of May 14th, 1999;
- the information on the identity of the Shareholders filing the slates and the indication of their overall percentage in the Company's share capital.