Election of the Board of Directors
Title for filing the slates
Pursuant to Article 14 of the Corporate bylaws, the Board of Directors of Enel S.p.A. is composed of a number of members comprised between three and nine, as determined by the ordinary Shareholders’ Meeting. The Board is elected for a term non exceeding three financial years and its members are eligible for re-election at the expiration of their term of office.
Pursuant to Article 147-ter of Legislative Decree no. 58 of February 24, 1998 and Article 14.3 of the Corporate bylaws, members of the Board of Directors are elected by the ordinary Shareholders’ Meeting on the basis of a slate-vote mechanism.
The slates of candidates may be filed only by the Shareholders who, alone or jointly with other Shareholders, own the minimum shareholding in the share capital of Enel S.p.A. set forth by Consob pursuant to Article 144-quater of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 (i.e. 0.5% of the share capital of Enel S.p.A.). In any case, pursuant to Article 14.3, lett. c), of the Corporate bylaws, for the purposes of identifying the Directors to be appointed, the candidates of the slates that have obtained a number of votes amounting to less than half of the percentage required for filing the same slates shall not be taken into account.
The ownership of the minimum shareholding in the share capital of the Company required for the purpose of filing 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 file, also jointly with other Shareholders, more than a slate and each candidate may be included 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 provided for or referred to in Articles 14 and 14-bis of the Corporate bylaws.
How to prepare the slates and composition of the Board of Directors
With reference to the preparation of the slates and the composition of the Board of Directors, the following should be noted.
Candidates for the office of Director shall meet (i) the requirements of integrity provided for 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) the requirements provided for by Article 14-bis of the Corporate bylaws.
Since Enel S.p.A. holds a qualified indirect shareholding in Mooney Group S.p.A., a company that controls intermediaries authorized to provide payment and e-money services, the candidates for the office of Director shall also comply with the requirements and the criteria set out in Article 25 of Legislative Decree no. 385/1993, as referred to in Articles 114-quinquies.3 and 114-undecies of Legislative Decree no. 385/1993, and in the relevant implementing regulation, including the requirements of integrity set forth in Article 1 of the Decree of the Minister of the Treasury, Budget and Economic Planning, no. 144 of March 18, 1998.
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 statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first in the slate.
With regard to the independence requirements of candidates, the Q&A instrumental to the application of the Italian Corporate Governance Code (January 2020 edition) (the “Corporate Governance Code”) recommends that the lists should also contain an indication of whether the candidates qualify as independent according to the provisions of Recommendation no. 7 of the same Code. In this regard, while referring to the provisions of Recommendation no. 7 of the Corporate Governance Code regarding circumstances that affect, or appear to affect, a director's independence, Shareholders are invited to take note of the quantitative criteria for assessing the significance of any commercial, financial or professional relationships and any additional remuneration adopted by the Board of Directors for the purpose of assessing the independence of its non-executive members, for a description of which please refer to the explanatory report of the Board of Directors on the sixth item on the agenda available in this section of the Company’s website under “Documentation and Reports”.
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 two fifths 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:
- slates with three candidates shall include one candidate of the less-represented gender, listed in either the first or second place of the slate;
- slates with four candidates shall (i) include two candidates for each gender, and (ii) list in the first two places of the slate candidates of different gender;
- slates with five candidates shall (i) include two candidates of the less-represented gender, and (ii) list a candidate of the less-represented gender in either the first or second place of the slate;
- slates with six candidates shall (i) include three candidates for each gender, and (ii) list in the first two places of the slate candidates of different gender;
- slates with seven candidates shall: (i) include three candidates of the less-represented gender,(ii) list a candidate of the less-represented gender in either the first or second place of the slate, and (iii) list the other two candidates of the less-represented gender in the first six places of the slate;
- slates with eight candidates shall (i) include four candidates for each gender, (ii) list in the first two places of the slate candidates of different gender, and (iii) list in the last two places of the slate candidates of different gender;
- slates with more than eight candidates shall: (i) include at least four candidates of the less-represented gender, (ii) list a candidate of the less-represented gender in either the first or second place of the slate, (iii) list other two candidates of the less-represented gender in the first six places of the slate, (iv) list another candidate of the less-represented gender between the seventh and the ninth place of the slate, while (v) further candidates of the less-represented gender can be freely listed within the slate after the ninth place.In the event of early termination of the Directors’ office, Article 14.5 of the Corporate bylaws provides for a mechanism of cooptation requiring that the replacement, whenever possible, is made by appointing, in progressive order, persons drawn from the slate to which the Director who ceased from its office belonged, provided that said persons are still eligible and willing to accept the office, and in any case in compliance with the applicable laws on independence of Directors and gender balance.
In line with the Recommendation no. 15 of the Corporate Governance Code for listed companies, the Board of Directors has adopted specific guidelines regarding the maximum number of offices that its members may hold as director and/or statutory auditor in other companies of significant size, in order to ensure that the persons concerned have sufficient time available to effectively perform their office as members of the Board of Directors of Enel. The document containing such guidelines is available on this website at the following link: “Guidelines regarding the maximum number of offices that the directors of Enel S.p.A. may hold”.
In view of preparing the slates, Shareholders are invited to examine the specific “Guidelines of the Board of Directors of Enel to Shareholders on the size and composition of the new Board of Directors”, expressed by the expiring Board of Directors, upon consultation with the Nomination and Compensation Committee, in line with the Recommendation no. 23 of the Corporate Governance Code. Such Guidelines also consider the “Diversity Policy of the Board of Directors of Enel S.p.A.”, adopted by the same Board of Directors on January 18, 2018. Those who intend to submit a slate containing a number of candidates exceeding half of the members to be elected are therefore invited to provide adequate information, within the documentation submitted for the slate’s filing, on the compliance of the same slate with the aforesaid Guidelines and to indicate their candidate for the office of Chair of the Board of Directors.
How to file the slates
Pursuant to Article 147-ter, paragraph 1-bis, of Legislative Decree no. 58 of February 24, 1998, the slates of candidates, together with the required documentation, shall be filed by Shareholders no later than twenty-five days before the Meeting; however, considering that such term would end on a Saturday (i.e. April 15, 2023), in order to facilitate the submission of slates by Shareholders, it is postponed to the first working day available, i.e. April 17, 2023.
The slates shall be filed as follows:
- by email, to listecda@enel.com. Please note that the e-mail address listecda@enel.com allows the receipt of messages up to the maximum limit of 30 Megabytes; or
- by fax, to no. + 39 06 83055028,
in any case under the reference “Filing of the Board of Directors 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 10, 2023 (hereinafter, the “Meeting”) and in particular for filing the candidacies and for the election of Enel’s Board of Directors, 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 both in person and by proxy to the Meeting itself, to the filing of the candidacies and to the election of the Board of Directors.
The legal basis for the processing is represented by the Controller’s obligation under applicable laws to grant the exercise by you – also through proxy holders or sub-delegated, including the representative appointed by Enel pursuant to Article 135-undecies of Legislative Decree No. 58 of February 24, 1998 - 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 Directors, 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 Director.
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 as well as to fulfill the tasks as representative appointed by Enel pursuant to art. 135-undecies of Legislative Decree No. 58 of February 24, 1998
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.
Shareholders who submit the slates shall also file, together with the slates, a declaration containing the information on their identity and their overall shareholding in the Company’s share capital.
The notice of the authorized intermediary certifying the ownership of the minimum shareholding in the share capital of the Company required to file slates (0.5% of the share capital) may be provided to the Company also after filing the slates, but, in any case, within twenty-one days before the date of the Meeting (i.e. by April 19, 2023, which is the deadline for the Company to publish the slates). 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.
Slates shall be filed together with: (i) 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; as well as (ii) detailed information on the personal traits and professional qualifications of the candidates.
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 election of the Board of Directors to file, together with such slate, a statement “by which they certify the absence of any relationships of affiliation (also indirect) - 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, and can be identified based on the major shareholdings disclosed as per Article 120 of the Legislative Decree no. 58 of February 24, 1998, or the shareholders’ agreements disclosed as per Article 122 of the same Legislative Decree”; such statement shall also specify the significant relationships with those shareholders who control or own a relative majority stake into the Company (if any), 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 no. 58 of February 24, 1998 and of the shareholders’ ledger, the Company is currently subject to the de facto control of the Ministry of the Economy and Finance, that owns a shareholding of 23.585% of the share capital and so far has had sufficient votes in Enel’s ordinary Shareholders’ Meetings to appoint the majority of directors (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).
Publication of the slates
Pursuant to Article 147-ter, paragraph 1-bis, of Legislative Decree no. 58 of February 24, 1998 and Article 144-octies of Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999, the slates will be made available to the public by the Company at its registered office, at the officially authorized mechanism for the central storage of regulated information denominated “eMarket STORAGE” 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 19, 2023) together with:
- the indication of the identity of the Shareholders filing the slates and their overall shareholding in the Company’s share capital;
- a detailed information on the personal traits and professional qualifications of the candidates;
- a declaration by the candidates regarding the possession of the independence requirements set forth in Article 148, paragraph 3, of Legislative Decree February 24, 1998, no. 58 (i.e. the requirements applicable to statutory auditors of companies with listed shares).