Appointment of the Board of Statutory Auditors
Pursuant to Article 25.1 of the Corporate Bylaws, the Board of Statutory Auditors of Enel S.p.A. is composed of three regular members elected by the Shareholders' Meeting; the Shareholders' Meeting also elects three alternate members.
The Board of Statutory Auditors shall serve for a term of three accounting periods (expiring on the date of the Shareholders' Meeting convened to approve the financial statements related to the third accounting period) and its members may be re-elected at the expiration of their term.
Both regular and alternate members of the Board of Statutory Auditors are elected by the Shareholders' Meeting on the basis of the slates filed by the shareholders, pursuant to Article 148 of Legislative Decree no. 58 of February 24, 1998 and Article 25.2 of the Corporate Bylaws.
In view of the appointment of the Board of Statutory Auditors, shareholders are encouraged to read: (i) the “Diversity Policy of the Board of Statutory Auditors”, approved from the Board of Statutory Auditors itself and available in this webpage under the section “Bylaws, Rules and Policies”; and (ii) the specific “Guidelines to Shareholders on the composition of the new Board of Statutory Auditors”, approved by the expiring Board of Statutory Auditors on March 29, 2019.
Title for filing the slates
The slates of candidates may be filed only by the shareholders who, alone or together with other shareholders, own the minimum shareholding in the share capital of the Company as set forth by Consob with regulation (i.e. 0.5% of the share capital of Enel S.p.A.); the ownership of such minimum shareholding 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.
It should be noted that each shareholder may neither file nor vote, even indirectly through a third person or trust companies, more than one slate. Shareholders which are part of the same group and those who are part of a shareholders' agreement relating to the shares of the Company may not file or vote, even indirectly through a third person or trust companies, more than a slate. Each candidate may be indicated only in one slate, under penalty of ineligibility.
The composition, filing and publication of the slates shall be made in accordance with the modalities and conditions under Article 25 of the Corporate Bylaws.
How to prepare the slates
Slates are to be divided into two sections: one for the candidates for the office of regular Statutory Auditor and the other one for candidates for the office of alternate Statutory Auditor; within each section of the slate, candidates must be listed in progressive number and their number must not exceed the one of the members to be elected (i.e. three regular Statutory Auditors and three alternate Statutory Auditors).
Pursuant to Article 25.2 of the Corporate Bylaws, the first candidate on each slate section must be a registered auditor and have practiced the profession of legal auditor for a period of no less than three years.
According to the Corporate Bylaws and the applicable laws on gender balance, slates which, considering both sections, contain a number of candidates equal to or above three shall also include, both in the first two places of the section of the slate relating to the regular Statutory Auditors, and in the first two places of the section of the slate relating to the alternate Statutory Auditors, candidates belonging to different genders.
Candidates must meet the requirements of independence established - under penalty of ineligibility and decadence - for the office of statutory auditor of listed companies pursuant to Article 148, paragraph 3, of Legislative Decree no. 58 of February 24, 1998.
All candidates must also meet the requirements of integrity and professionalism provided for by Decree no. 162 of March 30, 2000 of the Minister of Justice. As specified by Article 25.1 of the Corporate Bylaws, for the purpose of the provisions of Article 1, paragraph 2, letters b) and c), of such Decree, subjects concerning commercial law and tax law, business economics and corporate finance, as well as fields and sectors of activities related to energy in general, communications, electronic and information technology, network structures, are considered strictly relevant to the activities of the Company.
With respect of the causes for ineligibility and the limit to the number of offices that members of the Board of Statutory Auditors may hold in management and supervisory bodies, Article 148-bis of Legislative Decree no. 58 of February 24, 1998 and Articles 144-duodecies and following of Issuers' Regulation apply.
How to file the slates
The slates shall be filed by shareholders at the Company's registered office, no later than twenty-five days before the Meeting; however, considering that such term would end on a non-working day (i.e. April 21, 2019), it shall be understood as postponed to the first working day available (i.e. April 23, 2019). Wherever possible, shareholders are encouraged to file the slates before the deadline.
The slates shall be filed as follows:
- by hand delivery of the relevant documentation at the offices of Enel S.p.A. Legal and Corporate Affairs, Viale Regina Margherita no. 137, 00198 Rome, from Monday to Friday, from 9:00 am to 5:00 pm;
- through this section of the website with email to the following address firstname.lastname@example.org;
- by fax to no. 06 83055028, with reference to "Filing of the Board of Statutory Auditors 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 sent by fax or email 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.
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Slates shall be filed together with:
- information on the identity of the shareholders filing the slates and the indication of their overall shareholding in the Company's share capital. The communication certifying the ownership of the aforementioned shareholding may also be provided to the Company after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting;
- a declaration of the shareholders others than those who, also jointly, hold a controlling or relative majority shareholding in the Company, certifying the absence of any relationship of affiliation with such shareholders, pursuant to Article 144-quinquies of the Issuers' Regulation. In order to make such declaration, shareholders are invited to take into account the recommendations made by Consob through Communication DEM/9017893 of February 26, 2009. In this respect, it should be noted that, the Company is 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 in any way involved in managing and coordinating activity 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 the management and coordination of companies do not apply to the Italian Government);
- a detailed information on personal traits and professional qualifications of the candidates (curriculum vitae) as well as a statement by which the candidates certify to meet the requirements provided for by the law and accept their appointment.
Considering that, pursuant to Article 2400, last paragraph, of the Italian Civil Code, after the appointment but before the acceptance of the office, both regular and alternate members of the Board of Statutory Auditors shall disclose any managing or auditing office held in other companies, and taking also into account the limits to the number of offices that members of the Board of Statutory Auditors may hold in management and supervisory bodies pursuant to Article 148-bis of Legislative Decree No. 58 of February 24, 1998 and Articles 144-duodecies and following of Issuers' Regulation, shareholders are requested to provide, together with the slates, the statements of the candidates certifying their compliance with the aforementioned limits as well as the curricula vitae disclosing the managing or auditing offices held in other companies, also ensuring a permanent update until the date of the Meeting.
It should be noted that, pursuant to Article 144-sexies, paragraph 5, of the Issuers' Regulation, if, at the deadline of the term of the filing of the slates (i.e. April 23, 2019) only one slate has been filed – or if only slates by shareholders with relationship of affiliation pursuant to Article 144-quinquies, of the Issuers' Regulation with shareholders who hold, also jointly, a controlling or relative-majority shareholding in Enel S.p.A. are filed – slates may be filed up to the third day following the abovementioned deadline set for the filing (i.e. no later than April 26, 2019, until 5:00 pm). Meeting this specific time deadline is required to allow the Company to make public the slates filed by the shareholders within the term set forth in Article 144-octies of the Issuers' Regulation, which is also expiring on April 26, 2019 (as described in the following paragraph “Publication of the slates”). It should be also noted that, in such case, the minimum shareholding entitling the filing of slates shall be reduced by half, thus being equal to the 0.25% of the share capital.
Publication of the slates
Pursuant to Article 144-octies of the Issuers' Regulation, the slates will be made available to the public by the Company at its registered office 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 26, 2019, since April 25, 2019, is a non-working day) together with:
- information on the identity of the shareholders filing the slates and the indication of their overall shareholding in the Company's share capital;
- a declaration of the shareholders others than those who hold, also jointly, a controlling or relative majority shareholding in the Company certifying the absence of any relationships of affiliation with such shareholders, pursuant to Article 144-quinquies of the Issuers’ Regulation;
- a detailed written information on personal traits and professional qualifications of the candidates;
- a declaration by which the candidates certify they meet the requirements of professionalism, integrity and independence, provided for by the law.