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, let. 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.

 

Preparation of 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 indirectly (i) the entire share capital of Enel X Financial Services S.r.l., an e-money institution, as well as (ii) a qualified stake in the share capital of PayTipper S.p.A., a payment institution, the candidates for the office of Director shall also meet 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, as well as the requirements of good reputation and professional expertise set forth by the applicable regulations and specifically by the Supervisory provisions for e-money and payment institutions (“Disposizioni di vigilanza per gli istituti di pagamento e gli istituti di moneta elettronica”) contained in the Resolution of the Bank of Italy dated July 23, 2019, which refer to the Supervisory provisions for financial intermediaries (“Disposizioni di vigilanza per gli intermediari finanziari”) under Title II, Chapter 1, Section II of Circular no. 288 adopted by the Bank of Italy on April 3, 2015.

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.

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 recommendations of Article 1.C.3 of the July 2018 edition of the Corporate Governance Code for listed companies (the “Corporate Governance Code”), the Board of Directors of the Company has adopted a specific policy regarding the maximum number of offices that its members may hold as director and/or statutory auditor (or equivalent) in other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform their office as members of the Board of Directors of Enel S.p.A. The document containing such policy 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 S.p.A. 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 and the Corporate Governance and Sustainability Committee, and in line with the recommendations set forth under Article 1.C.1, lett. h), 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 and available in this section of the website at the page “Bylaws, Rules and Policies”. 

 

Filing of 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 ends on a non-working day (i.e. April 19, 2020), the deadline is postponed to the day after, i.e. on April 20, 2020.

The slates shall be filed as follows:

Ref. – “Filing of the Board of Directors slates”.


The Company reserves the right not to accept the documents which are illegible or sent with files damaged or otherwise illegible.

Please indicate in the message accompanying the documents for the filing of the slates a telephone number, fax number or e-mail address of the sender. 
 

Controller

Enel S.p.A., with registered office in Rome, Viale Regina Margherita no. 137, VAT code no. 00934061003 (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 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 provided by you (“Personal Data”) with respect to the right to attend the shareholders’ meeting (hereinafter, the “Meeting”) and in particular to file slates of candidates and elect the Board of Directors of Enel, as well as to the further activities related to the Meeting, 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 in person or by proxy, to the filing of slates, 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 – of the rights granted by the applicable law in relation to the attendance to the Meeting, and in particular by the applicable laws on the election of the Board of Directors, providing inter alia for the filing and publication of the slates of candidates containing the personal and professional data of the candidates as well as the 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 under applicable laws determines the impossibility to file slates of candidates for the election of the Board of Directors of Enel.

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 entrusted with 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 is compliant with the provisions of the Issuers’ regulation adopted by Consob through Resolution no. 11971 of May 14, 1999 which requires the issuers to disclose regulated information on their internet website and to keep it disclosed for five years.

Rights of data subjects

Under the applicable laws, 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 23, 2020). 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.

On this regard, please note that the comment to Article 5 of Corporate Governance Code recommends that slates are filed also together with candidates’ declarations stating they can be qualified as independent pursuant to Article 3 of the same Code (if applicable).

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, with a shareholding of 23.585% of the share capital, has sufficient votes to exercise a dominant influence in the ordinary Shareholders’ Meetings of Enel S.p.A. (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 on Issuers 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, 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 23, 2020) together with:

  • the information regarding the identity of the shareholders filing the slates and their overall shareholding in the Company’s share capital;
  • a detailed written information on the personal traits and professional qualifications of the candidates;
  • when applicable, a declaration by which the candidates certify to meet the independence requirements provided for by Article 148, paragraph 3, of Legislative Decree no. 58 of February 24, 1998 (i.e., those provided for the statutory auditors of listed companies).

Slate of candidates for the office of member of the Board of Directors filed by Ministry of Economy and Finance

PDF (4.86MB) Download

Slate of candidates for the office of member of the Board of Directors filed by institutional investors

PDF (23.36MB) Download
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