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 14 companies whose shares are listed on different stock exchanges (Argentine, Brazilian, Chilean, Italian, Peruvian, Spanish, and United States stock exchanges), 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