1. What is Enel's model of corporate governance?
Enel has adopted the traditional corporate governance model, based on the presence of a Board of Directors as management body and a Board of Statutory Auditors as controlling body. Every year Enel provides the market with detailed information regarding its system of corporate governance and its strict compliance with the principles contained in the Self Regulation Code of listed companies. The above information is contained in the "Report on corporate governance and ownership structure", which is published jointly with the annual financial statements and made available at the "Governance Section" of the company's website.
2. What's the role of the Board of directors and its term?
The Board of Directors has exclusive control of the management of Enel and performs the necessary tasks for the implementation of company objectives. It appoints the Chief Executive Officer, who is vested with the broadest powers for the management of the Company, with the exception of those powers that are assigned otherwise by the law or which are reserved to the Board of directors. The Board of directors is appointed for a term not exceeding three accounting periods, its mandate expires with the Shareholders' Meeting convened for the approval of financial statements in the final financial period of its term and it may be reappointed at the expiration. The current Board of directors was appointed by the ordinary shareholders' meeting held on April 29, 2011 and its mandate will therefore expire with the Shareholders' Meeting which will be convened for the approval of the financial statements for the financial period ending December 31, 2013.
3. How is the Board of Directors appointed?
Pursuant to the provisions of the Bylaws the appointment of the entire Board of Directors takes place according to the slate vote system, aimed at ensuring the presence in the board of directors of members nominated by minority shareholders amounting to three - tenths of directors to be elected; in the event this number is a fraction, it is to be rounded up to the nearest integer.
Each slate must include at least two candidates possessing the requisites 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 first on the slate. Furthermore - pursuant to the amendments of the Unified Financial Act introduced in July 2011, aiming at ensuring the balance between genders in managing and supervisory boards of companies with listed shares - on the occasion of the next three renewals of the board of directors following to August 12, 2012, those slates which contain a number of candidates equal to or above three shall also include candidates belonging to different genders, as indicated in the notice of the meeting.
The slates must list the candidates in progressive order and may be presented by the outgoing board of directors or by shareholders who, individually or together with other shareholders, own the minimum percentage of the share capital of the Company indicated by CONSOB with regulation (i.e., considering the last renewal of Enel's Board of directors, the minimum percentage required was equal to at least 0.5% of the share capital). The slates must be filed at the Company's registered office at least 25 days before the date on which the Shareholders' Meeting convened to resolve upon the appointment of the members of the board of directors is called; such slates shall be published by the Company on its internet website and on the website of Borsa Italiana, as well as made available to the public at Enel's registered office at least 21 days before the date of the meeting, so as to ensure a transparent process for the appointment of the board of directors. Where individual board members need to be appointed (e.g. when reinstating the Board of directors following the cease of a member), the majority principle is used rather than the slate vote system.
4. What committees have been established on the Board of Directors?
In order to implement the recommendations of the Corporate Governance Code of listed companies, as well as to optimize its own work, as early as January 2000 the Board of Directors set up within itself an Internal Control Committee (now Control and Risk Committee) and a Compensation Committee, endowed with the task of carrying out preparatory work for the purpose of making proposals and providing advice and entrusted with the examination of issues that appear to be delicate also because they are a source of possible conflicts of interest.
In addition to such Committees, in November 2010 the Board of Directors set up within itself a Related Parties Committee, entrusted with the tasks provided for by the relevant Consob regulation and by the procedure for transactions with related parties adopted by the same Board of Directors in November 2010. In May 2011 the Board of Directors set up within itself a Corporate Governance Committee – endowed with the task of carrying out preparatory work for the purpose of making proposals and providing advice – which is entrusted with the duty of monitoring corporate governance procedures and rules adopted by Enel and providing recommendations for changes, where necessary, in order to bring such procedures and rules in line with national and international best practices, taking account of changes of applicable laws and regulations.
In December 2012, the Board of Directors has entrusted to the aforesaid Committee the functions assigned by the Corporate Governance Code to the Nomination Committee - i.e., to propose candidates for appointment to the position of director – changing the name of the Corporate Governance Committee to Nomination and Corporate Governance Committee.
5. What is the Board of Statutory Auditor's role and how long does its mandate last?
The Board of Statutory Auditors is responsible for: (I) ensuring compliance with the law and the Company bylaws and the application of correct management principles in the conduct of business; (II) checking the financial information process and the adequacy of the Company's organisational structure, internal audit system and administrative-accounting system, as well as the reliability of the latter to properly present the facts of the Company's management; (III) supervising the audit of the annual financial statements and of the consolidated financial statements and the independence of the external auditor; (IV) supervising the procedures for implementing the corporate governance rules provided for by the Self-regulation Code of listed companies, to which the Company is commmitted; (V) supervising the effectiveness of the instructions given by the Company to its subsidiares to ensure proper compliance with the reporting obbligations provided for by the law.
The Board of Statutory Auditors is appointed for a term of three accounting periods, and its mandate expires with the Shareholders' Meeting convened for the approval of financial statements in the final financial period of its term and it may be reappointed at the expiration. The current Board of Statutory Auditors was appointed by the ordinary Shareholders' Meeting held on April 29, 2010 and its mandate will therefore expire with the Shareholders' Meeting which will be convened for the approval of the financial statements for the financial period ending December 31, 2012.
6. What is the Judge of the Court of Auditors role?
Pursuant to Law n. 259 dated March 21, 1958, the Court of Auditors oversees the financial management of Enel, availing itself for this purpose of an appointed magistrate who attends the meetings of the board of directors and the board of statutory auditors. The Court of Accounts presents an annual report on the results of the oversight performed to the office of the President of the Senate and the office of the President of the House of Deputies.
For more information on the activities of the Court of Auditors, please refer to its website.
7. Who is the external auditor and how long is the duration of its assignment?
The external audit of Enel's financial statements and the Group's consolidated financial statements is entrusted to Reconta Ernst & Young S.p.A.
The assignment was awarded to such firm by the ordinary Shareholders' Meeting of April 29, 2011, upon proposal of the board of statutory auditors, with reference to the fiscal years from 2011 until 2019.
8. How can I find information on shareholding in Enel or its subsidiaries by Directors, Statutory Auditors and managers with strategic responsibilities?
Information regarding the shares of Enel S.p.A. or its subsidiaries held by directors, statutory auditors and top-managers is provided in the "Internal Dealing section" of the Company's website and published in the Remuneration Report.
9. How can I send corporate governance suggestions to Enel?
You can send your corporate governance suggestion to the following email address: firstname.lastname@example.org