Election of the Board of Directors
Title for filing the slates
Pursuant to Article 147-ter of Legislative Decree no. 58 of February 24, 1998 and Article 14.3 of the Corporate Bylaws, the members of the Board of Directors are appointed by slate voting.
The expiring Board of Directors abstains from submitting its own slate of candidates since, taking into account the current shareholding structure of the Company, it does not appear burdensome for shareholders to file slates of candidates; however, the Board has expressed, heard the Nomination and Compensation Committee and the Corporate Governance and Sustainability Committee, specific guidelines on size and composition of the Board of Directors to be appointed, in compliance with the recommendations set forth under Article 1.C.1, lett. h), of the Corporate Governance Code for listed companies. Read the guidelines "Enel’s Board of Directors Guidelines to Shareholders on the size and the composition of the new Board of Directors March 2, 2017".
The slates of candidates may be filed only by the shareholders who, alone or jointly with other shareholders, own the minimum equity interest in the share capital of Enel S.p.A. set forth by Consob with regulation (i.e. 0.5% of the share capital). In any case, pursuant to Article 14.3, let. c), of the Corporate Bylaws, for the purposes of the identifying the Directors to be appointed the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account.
The ownership of the minimum equity interest in 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.
Please remind that each shareholder may not submit, also jointly with other shareholders, more than a slate and each candidate may be enlisted 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 Articles 14 and 14-bis of the Corporate Bylaws.
Preparation of the slates
Within each slate, candidates must be numbered progressively.
Each slate must include at least two candidates that meet the requirements of independence established by the law (i.e. those provided for the statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first in the slate.
Slates which contain a number of candidates equal to or above three shall also include candidates belonging to different genders, in order to ensure the presence in the Board of Directors of at least one third of members of the less-represented gender, rounded, in the case of a fractional number, to the higher unit. In particular, as indicated in the Notice of this Meeting:
a) slates with three or four candidates shall indicate one of the candidates of the less-represented gender in either the first or second position of the slate; while
b) slates with five or more candidates shall (i) include at least two candidates of the less-represented gender and (ii) indicate one of the candidates of the less-represented gender in either the first or second position of the slate.
Candidates for the office of Director shall also meet the requirements of integrity provided for (i) by Article 147-quinquies of the Legislative Decree no. 58 of February 24, 1998, which refers to those established for statutory auditors of listed companies by Regulation of the Minister of Justice issued pursuant to Article 148, paragraph 4, of the same Legislative Decree no. 58 of February 24, 1998 (in relation to which reference is currently made to Article 2 of the Decree of the Minister of Justice, no. 162 of March 30, 2000) and (ii) by Article 14-bis of the Corporate Bylaws.
In the event of early termination of the Directors' office, Article 14.5 of the Corporate Bylaws provides for a mechanism of mandatory cooptation requiring that, whenever possible, such Directors are to be replaced with other candidates belonging to the same slate of the Directors who ceased from their office.
Finally, to implement the recommendations of article 1.C.3 of the Corporate Governance Code for listed companies, the Company has adopted a specific policy regarding the maximum number of offices that the members of the Board of Directors may hold in management and supervisory bodies of other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform the office they have in the Board of Directors of Enel S.p.A. Read the document "Guidelines regarding the maximum number of offices that the directors of Enel S.p.A. may hold".
Filing of the slates
The slates of candidates, together with the required documentation, shall be filed by shareholders at the Company's registered office, within twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 9, 2017), it will be postponed to the day after, with deadline on April 10, 2017.
The slates shall be filed as follows:
- by hand delivery of the relevant documentation at the offices of the Legal and Corporate Affairs Function of Enel S.p.A., Viale Regina Margherita no. 137, 00198 Roma, from Monday to Friday, from 9:00 am to 5:00 pm; or
- by email to the following address listecda@enel.com; or
- by fax to no. + 39 06 83055028,
Ref. - "Filing of the Board of Directors slates".
The Company reserves the right not to accept the documents which are illegible or sent with files damaged or otherwise illegible.
Please indicate in the message accompanying the documents for the filing of the slates a telephone number, fax number or e-mail address of the sender.
The data controller, Enel S.p.A., shall process the personal data solely for the purposes necessary, from time to time, 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 could 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 and by means of information technology systems (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 no. 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 not be communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is expressly allowed to transmit the personal data to Computershare S.p.A. (which will process the data in its 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 Head 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 Article (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 also 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 the personal data transmitted.
Slates shall be filed together (i) with statements by which the individual candidates accept their candidacy and certify, under their own responsibility, not to be in any situation of ineligibility and incompatibility and to meet the requirements provided by applicable laws and Corporate Bylaws for their respective offices and (ii) the additional documentation required by Article 144-octies, paragraph 1, letter b) of Regulation on Issuers adopted by Consob Resolution no. 11971 of May 14, 1999.
Please also note that Consob, with Communication no. DEM/9017893 of February 26, 2009, has recommended to shareholders who submit a minority slate for the appointment of the Board of Directors to file, together with such slate, a statement "in which it is certified the lack of relationships of affiliation, also indirectly, as provided in Article 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 Legislative Decree no. 58 of February 24, 1998, or on the basis of the publication of the shareholders' agreements pursuant to Article 122 of the same Act", specifying, if existing, the significant relationships with those shareholders who control or own a relative majority stake into the Company, as well as on which grounds such relationships have not been considered significant for the existence of the mentioned relationships of affiliation.
In this respect, it should be noted that, on the basis of the communications provided pursuant to Article 120 of Legislative Decree of February 24, 1998 No. 58 and of the shareholders' ledger, the Company is subject to the de facto control of the Ministry of the Economy and Finance, that, possessing 23.585% of the share capital, has sufficient votes to exercise a dominant influence in the ordinary Shareholders' Meetings of Enel S.p.A. (whilst not in any way involved in any direction and coordination activities over the Company, in accordance with the provisions of Article 19, paragraph 6, of Law Decree no. 78/2009, converted into Law no. 102/2009, which clarified that the regulations contained in the Italian Civil Code regarding direction and coordination of companies do not apply to the Italian government).
Please also note that the comment to Article 5 of Corporate Governance Code for listed companies recommends to file the slates together with the candidates' declaration of possession of the independence requirements set forth in Article 3 of the same Code, if that is the case.
Shareholders who submit the slates shall also file, together with the slates, a declaration containing the information on their identity and their overall equity interest in the share capital of the Company.
The communication of the authorized intermediary certifying the ownership of the minimum equity interest in the share capital of the Company required to file the slates (0.5% of the share capital) may be provided together with the slate or after the filing of the slate but, in any case, within twenty-one days before the date of the Meeting (i.e. by April 13, 2017). In any case, the ownership 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.
Publication of the slates
Pursuant to Article 147-ter, paragraph 1-bis, of Legislative Decree no. 58 of February 24, 1998 andArticle 144-octies of Regulation on Issuers adopted with Consob Resolution no. 11971 of May 14, 1999, 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 13, 2017) together with:
- a detailed written information on the personal traits and professional qualifications of the candidates;
- when applicable, a declaration concerning the possession of the requirements of independence provided for by the law (i.e., those provided for the statutory auditors of listed companies);
- the information on the identity of the shareholders filing the slates and the indication of their overall shareholding in the Company's share capital.