Bylaws, Rules and Policies
Text of the bylaws in force, as finally amended by the extraordinary Shareholders' Meeting of May 24, 2018.
Last update: June 22, 2018
Shareholders' Meetings are governed by the law and bylaws, as well as by a specific regulation approved at the ordinary Shareholders' Meeting of May 25, 2001 (and subsequently amended and integrated in 2010). The contents of such regulation are in line with the most advanced models for companies with listed shares expressly drawn up by several professional associations (Assonime and ABI).
Regulation of shareholders’ meetings
Acknowledging that diversity and inclusion are two key elements in the culture of a multinational Group such as Enel, which operates in over 30 countries worldwide, Enel’s Board of Directors and Board of Statutory Auditors have adopted, each within its sphere of competence, specific diversity policies. These policies describe the optimal features for the composition of these corporate bodies, which would allow them to perform their tasks in the most effective way and take decisions that actually benefit from the contribution of a variety of qualified views so that the issues under discussion can be considered from different perspectives.
Last update: February 5, 2018
Diversity Policy of the Board of Directors of Enel S.p.A.
Diversity Policy of the Board of Statutory Auditors of Enel S.p.A.
Implementing the provisions of the Italian Civil Code, as well as the recommendations of the Italian Corporate Governance Code applicable at that time, the Board of Directors adopted in December 2006 an internal regulation aimed at identifying the procedures for approving and carrying out transactions with related parties, in order to ensure the transparency and fairness, both substantial and procedural, of such transactions.
The aforementioned regulation was applied until the end of 2010, since a new procedure for transactions with related parties went into effect on January 1, 2011. The new procedure was approved by the Board of Directors in November 2010 in compliance with the requirements provided by Consob with a specific regulation adopted in March 2010. Such procedure was lastly updated in June 2021 by the Board of Directors, implementing the amendments made by Consob to the abovementioned regulation in December 2020.
Transactions with related parties can be distinguished in minor transactions, major transactions and small transactions, to which different procedural rules and disclosure duties shall apply with regard to the type and relevance of the transaction.
In November 2010, the Board of Directors set up an internal Related Parties Committee entrusted with the task of providing opinions, according to the procedure, on transactions with related parties carried out by Enel either directly or indirectly through its subsidiaries.
Last update: July 23, 2021
Procedure for transactions with related parties in force from July 1st, 2021
Procedure for transactions with related parties in force until June 30th, 2021
In February 2000, the Board of Directors approved a special set of internal rules for managing and handling confidential information; they also contain the procedures for the external circulation of documents and information concerning the Company and the Group, with particular reference to inside information. These rules were updated several times, and finally overall recast in September 2018 in compliance with the new market abuse discipline introduced at European and Italian levels. The rules are aimed at keeping confidential information secret, while at the same time ensuring that the information regarding the Company and the Group made available to the market is correct, complete, adequate, timely, and non-selective.
The rules also set forth specific procedures to be followed when circulating information regarding the Company and the Group outside the Group, with particular emphasis on communication to the market of inside information and financial information. They also carefully regulate the ways in which Company and Group representatives enter into contact with the press and other mass media, or financial analysts and institutional investors.
Last update: October 5, 2018
Internal regulations for the managing and divulging information and documents to outsiders
Implementing the recommendations of the Italian Corporate Governance Code, the Board of Directors established specific guidelines regarding the maximum number of offices that its members may hold on the Boards of Directors and the Boards of Statutory Auditors of companies of a significant size.
This was done in order to ensure that those concerned could dispose of sufficient time to effectively fulfill their role on the Board of Directors of Enel.
Last update: March 26, 2021
Guidelines regarding the maximum number of offices that the Directors of Enel S.p.A. may hold
Since 2009, Enel S.p.A. (hereinafter, “Enel”) has formalized a special procedure for regulating the assignments to auditing companies that do business with the Group. The procedure represents a valid governance tool in the activity of assessing and monitoring the independence of the Group’s principal auditor carried out by Enel’s Board of Statutory Auditors (hereinafter, “Collegio Sindacale”).
Following the entry into force of the new EU and national provisions on the subject, in its meeting of November 20th, 2017 the Collegio Sindacale of Enel updated the contents of the procedure, with effect as of January 1st, 2018. Lastly, the Collegio Sindacale revised the procedure in its meeting of February 3rd, 2021.
According to the procedure, the Collegio Sindacale of Enel shall approve in advance the awarding by Enel Group companies of each additional assignment – other than the statutory audit and for which no incompatibility is provided for by the law – to the Group's principal auditor or to entities belonging to its network.
As regards certain additional assignments, having characteristics deemed unable to undermine the principal auditor's independence, the Collegio Sindacale of Enel shall not express a prior approval, but rather periodically receive ex post information regarding the awarding of the additional assignments. In this case, the Audit and Corporate Affairs Unit shall anyhow verify that the prerequisites of the simplified procedure are met on a case-by-case basis.
The additional assignments awarded to entities belonging to the principal auditor’s network by Enel Group companies – other than Enel – whose shares or bonds are listed on regulated markets (hereinafter, “Listed Companies”), as well as by companies controlled by such Listed Companies, shall be subject to the prior approval by the corporate body of such Listed Companies performing functions similar to those entrusted to the Collegio Sindacale of Enel as far as monitoring of the auditor’s independence is concerned, or shall be ex post periodically disclosed to that corporate body, in accordance with the law and regulations applicable to the relevant Listed Companies and with their management autonomy.
Organizational procedure regarding assignments to auditing companies
The Guidelines are the result of an in-depth analysis of the different legal systems of the jurisdictions in which the Enel Group operates, having the purpose to identify common solutions on a transnational scale aimed at improving the business operations’ efficiency, absent a uniform company law framework of multinational groups within the different jurisdictions involved.
Following the strong growth realized also through significant international acquisitions, the Enel Group currently includes several listed companies characterized by minorities heterogeneity and the existence of a large number of supervisory authorities, thus presenting under this perspective a distinctive feature in the international landscape.
Guidelines contents outline in the first part some general principles that underpin the corporate governance of the Enel Group, focusing in the second part on directors’ duty of loyalty and conflicts of interest, while the third part is dedicated to the rules applicable to the approval of related parties’ transactions.
After being approved by the Board of Directors of Enel S.p.A. in December 2017, the Guidelines were adopted in 2018 by the competent governing bodies of the companies of the Enel Group having shares listed on regulated markets or that, even if unlisted, were characterized by a significant presence of minorities in the share capital. Moreover, they were presented at an international seminar on multinational groups held in Madrid in October 2018, attended by the representatives of the supervisory authorities of the financial markets where the most relevant subsidiaries are listed, and by leading academics.
Finally, in 2022 an update of the Guidelines has been promoted at Group level, essentially with the aim to align its contents to the new Italian and Spanish legal framework governing related parties’ transactions – resulting from the implementation of Directive (EU) 2017/828, amending Directive 2007/36/EC as regards the encouragement of the long-term shareholder engagement – as well as to make some limited amendments suggested by the actual application of the Guidelines.
Last update: November 3, 2022
Enel Group Corporate Governance Guidelines
In July 2015, the Board of Directors of Enel approved a series of Recommendations (which were later amended in February 2019) aimed at strengthening the corporate governance of Enel’s subsidiaries listed on regulated markets (currently 14 issuers) and, in compliance with their management autonomy, to ensure the implementation by such companies of local best practices in relation thereto.
The Recommendations concern, in particular, the composition of the management body, the requirements of members of the management body and their remuneration, as well as some best practices such as the board review and induction of directors, the treatment of inside information, the adherence to codes of conduct and best practices of the relevant markets. They also include the accessibility of significant information for the shareholders on the subsidiaries’ website.
Recommendations on corporate governance of listed companies of the Enel Group
Recomendaciones en materia de gobierno corporativo de las sociedades cotizadas del Grupo Enel 2019
Policy for the management of the dialogue with institutional investors and with the generality of shareholders and bondholders of Enel – Engagement Policy
Enel deems compliant with its own specific interest – as well as with duties towards the market – to ensure a constant and open dialogue, based on mutual understanding of roles, with institutional investors or their representative associations and with the generality of its shareholders and bondholders, in order to increase the level of understanding of the activities carried out by the Company and the Group it heads. In this context, in March 2021, the Board of Directors of Enel has adopted an Engagement Policy to ensure that the Company’s dialogue with institutional investors and the generality of its shareholders and bondholders is inspired by principles of fairness and transparency and can take place in compliance with EU and national regulations on market abuse, as well as in line with international best practices. Enel’s Engagement Policy also takes into account the best practices adopted by institutional investors and reflected in the stewardship codes, in line with the recommendations of the Italian Corporate Governance Code.