Election of the Board of Statutory Auditors
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 election of the Board of Statutory Auditors, Shareholders are invited to acknowledge also (i) the recommendations on independence of the members of the control body set forth in the Italian Corporate Governance Code (January 2020 edition), (ii) the “Diversity Policies of the Board of Statutory Auditors of Enel S.p.A.”, approved from the Board of Statutory Auditors itself and available in this webpage under the section “Bylaws, Rules and Policies” and (iii) the specific “Guidelines of the Board of Statutory Auditors of Enel to Shareholders on the composition of the new Board of Statutory Auditors”, approved by the expiring Board of Statutory Auditors on March 22, 2022.
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. no more than 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 to the composition of the Board of Statutory Auditors, 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, Articles 148 and 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 no later than twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 24, 2022), it shall be understood as postponed to the first working day available (i.e. April 26, 2022). Wherever possible, Shareholders are encouraged to file the slates before the deadline.
The slates shall be filed as follows:
- through this section of the website with email to the following address listecollegiosindacale@enel.com. Please note that the e-mail address listecollegiosindacale@enel.com allows the receipt of messages up to the maximum limit of 25 Megabytes; or
- by fax to no. 06 83055028, in any case under the reference “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 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.
Controller
Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 15844561009 (hereinafter, “Enel” or the “Controller”), in its capacity as Controller, will process Personal Data (as defined hereinafter) in compliance with the provisions of the applicable laws on protection of personal data (articles 13 and 14 of the Regulation (EU) No. 679/2016 – “GDPR” and Legislative Decree no. 196 of June 30, 2003, as updated by Legislative Decree no. 101/2018) as well as with this information.
Data Protection Officer (DPO)
The Controller appointed a DPO which can be reached at the following email address: dpoenel@enel.com.
Object and Modalities of Processing
The Controller will process your identifier personal data (such as name, surname, residence) provided by you or the personal data concerning third parties (e.g., delegated or sub-delegated) provided by you (“Personal Data”) with respect to the right to attend the Shareholders’ Meeting called on May 19, 2022 (hereinafter, the “Meeting”) which is allowed exclusively by means of a proxy and/or sub-proxy to the Exclusive Proxy Computershare S.p.A., and in particular for filing the candidacies and for the election of Enel’s Board of Statutory Auditors, and for the further activities related to the latter, for example voting and intervening.
Processing of Personal Data under this information means any operation or set of operations which is performed on Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
Processing of Personal Data will be carried out manually and/or with the use of computerized mechanisms and by means of information technology systems.
Purposes and legal basis for processing
Enel will process the Personal Data in relation to the attendance to the Meeting, in particular with respect to the attendance to the latter by proxy and/or sub-proxy to the Exclusive Proxy Computershare S.p.A., to the filing of the candidacies and to the election of the Board of Statutory Auditors.
The legal basis for the processing is represented by the Controller’s obligation under applicable laws to grant the exercise by you – also through the Exclusive Proxy Computershare S.p.A. - of the rights granted by the applicable law in relation to the attendance to the Meeting and, in particular, by the current legislative provisions governing the election of the Board of Statutory Auditors, providing, inter alia, for filing and publication of the slates containing the names of candidates and their personal traits and professional qualifications, as well as information on the Shareholders filing the slates.
Transmission and processing of the Personal Data are necessary for the abovementioned purposes. The failure to transmit such Personal Data in accordance with the modalities and conditions under the aforementioned legislative provisions determines the impossibility to file the slates for the office of Enel’s Statutory Auditor.
Recipients of Personal Data
In compliance with the principle of data minimisation, the Personal Data, for the purposes described above, may be disclosed to:
a) employees and partners of the Controller which are authorized to the data processing before, during and after the Meeting;
b) third companies or other persons in their capacity as autonomous Controllers or that carry out activities on behalf of the Controller in their capacity as Processors;
c) Computershare S.p.A., a company not belonging to Enel Group, appointed as processor for the purposes of ensuring protection of the Shareholders’ rights provided for by the applicable laws.
Transfer of Personal Data
Your Personal Data will be processed within the European Union and stored on server located within the European Union. The same data may be processed in Countries outside the European Union, provided that an adequate level of protection is ensured, recognized by a specific adequacy decision of the European Commission.
Any transfer of Personal Data to non-EU Countries, in the absence of an adequacy decision by the European Commission, will be possible only if the involved Controllers and Processors provide adequate guarantees based on contracts or agreements, including binding corporate rules and standard contractual clauses on data protection.
The transfer of Personal Data to third countries outside the European Union, in the absence of an adequacy decision or other appropriate measures as described above, will be carried out only in the cases provided for by GDPR.
Period for which the Personal Data will be stored
The Personal Data provided will be stored pursuant to the proportionality principle until the purposes of the processing are pursued and, in any case, for a period not exceeding 10 years and will not be communicated to third parties, except for the purpose of complying with the applicable laws or regulations. Such period, besides being consistent with the provisions on the challenge of shareholders’ meetings resolutions, takes into account the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 on the disclosure of regulated information on issuers’ internet (see, in particular, Article 77, paragraph 1-bis, Article 84-quarter, paragraph 1).
Rights of data subjects
In accordance with Articles 15 - 21 of the GDPR, with reference to the Personal Data provided, it is possible to exercise the following rights:
(i) right to access to and obtain copy;
(ii) right to request rectification;
(iii) right to request erasure;
(iv) right to obtain the restriction of processing;
(v) right to object processing;
(vi) right to receive the personal data in a structured, commonly used and machine-readable format and have the right to transmit those data to another controller.
For the exercise of the above-mentioned rights please refer to the following email address: privacy.ca@enel.com.
Please note that it is possible to obtain additional information on Personal Data by the Enel’s Data Protection Officer, as indicated above, indicating mandatorily in the subject “Shareholders’ Meeting of Enel S.p.A.”.
We remind you that the applicable laws provide for the right to lodge a complaint with the Italian Data Protection Authority, with registered office in Rome, Piazza Venezia no. 11; Tel. (+39) 06.696771, CEM: protocollo@pec.gpdp.it.
Slates shall be filed together with:
- information on the identity of the Shareholders filing the slates and the indication of their overall shareholding 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 28, 2022, which is the deadline for the Company to publish the slates);
- 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 relationship of affiliation with such Shareholders, pursuant to Article 144-quinquies of the Issuers' Regulation. In order to make such declaration, shareholders are invited to take into account the recommendations made by Consob through Communication DEM/9017893 of February 26, 2009. In this respect, it should be noted that, pursuant to the notifications referred to in Article 120 of Legislative Decree no. 58 of February 24, 1998 and the data of the Shareholders’ register, the Company is currently subject to the de facto control of the Ministry of the Economy and Finance, that, holding 23.585% of the share capital, has so far had sufficient votes in the ordinary Shareholders’ meeting of Enel to appoint the majority of directors (although it is not in any way involved in managing and coordinating activity 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 the management and coordination of companies do not apply to the Italian Government); and
- a detailed information on personal traits and professional qualifications of the candidates (curriculum vitae) as well as a statement by which the candidates certify to meet the requirements provided for by the law and accept their election.
Considering that, pursuant to Article 2400, last paragraph, of the Italian Civil Code, after the election but before the acceptance of the office, both regular and alternate members of the Board of Statutory Auditors shall disclose any managing or auditing office held in other companies, and taking also into account the limits to the number of offices that members of the Board of Statutory Auditors may hold in management and supervisory bodies pursuant to Article 148-bis of Legislative Decree No. 58 of February 24, 1998 and Articles 144-duodecies and following of Issuers' Regulation, Shareholders are requested to provide, together with the slates, the statements of the candidates certifying their compliance with the aforementioned limits as well as the curricula vitae disclosing the managing or auditing offices held by the same candidates in other companies, also ensuring a permanent update until the date of the Meeting.
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 (i.e. April 26, 2022) only one slate has been filed – or if only slates by Shareholders with relationship of affiliation pursuant to Article 144-quinquies, of the Issuers' Regulation with Shareholders who hold, also jointly, a controlling or relative-majority shareholding in Enel S.p.A. are filed – slates may be filed up to the third day following the abovementioned deadline set for the filing (i.e. no later than April 29, 2022). It should be noted that, in such case, the minimum shareholding entitling the filing of slates shall be reduced by half, thus being equal to the 0.25% of the share capital.
Publication of the slates
Pursuant to Article 144-octies of the Issuers' Regulation, 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 28, 2022, notwithstanding the possible re-opening of the term for filing slates in the event that only one slate has been filed or if only slates by Shareholders with relationship of affiliation are filed), together with:
- information on the identity of the Shareholders filing the slates and the indication of their overall shareholding in the Company's share capital;
- 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 the Issuers’ Regulation;
- a detailed written information on personal traits and professional qualifications of the candidates;
- a declaration by which the candidates certify they meet the requirements of professionalism, integrity and independence, provided for by the law.