Election of the Board of Directors
Title to submission of the slates
Pursuant to Article 147-ter of Legislative Decree No. 58 of February 24, 1998 and Article 14.3 of the Corporate Bylaws, the members of the Board of Directors are elected by slate vote.
The expiring Board of Directors abstains from submitting its own slate of candidates since, taking into account the current shareholding, it does not appear burdensome for shareholders submitting a list of candidates; however, it has expressed, upon proposal of the nomination and corporate governance committee, its position on size and composition of the next board of directors, in compliance with recommendations of Art. 1.C.1, lett. h), of the Corporate Governance Code for listed companies. Such position can be consulted on the document "Guidelines on the size and the composition of the new Board of directors".
The slates of candidates may be submitted only by the shareholders who, alone or together with other shareholders, own the minimum equity interest to the share capital of the Company set by Consob with regulation (i.e. 0.5% of the share capital).
The ownership of the minimum equity interest to the share capital of the Company required for the purpose of submitting 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.
Each shareholder may not submit, also jointly with other shareholders, more than a slate and each candidate may be enlisted 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 prescribed or referred to in Article 14 of the Corporate Bylaws.
Preparation of the slates
- candidates must be listed in the slates in progressive number;
- each slate must include at least two candidates possessing the requirements of independence established by the law (that is to say, those provided for the statutory auditors of listed companies), distinctly mentioning such candidates and listing one of them as first in the slate;
- the slates which contain a number of candidates equal to or above three shall also include candidates belonging to different gender, in order to ensure the presence in the Board of Directors of at least one fifth of candidates of the less-represented gender, rounded, in the case of a fractional number, to the higher unit. For this purpose, one of the candidates of the less-represented gender shall be placed in one of the first two positions of the slate;
- pursuant to Article 147-quinquies of the Legislative Decree No. 58 of February 24, 1998, the directors of listed companies must possess the integrity requirements required for statutory auditors of listed companies, provided by Article 2 of the Decree of the Ministry of Justice, No. 162 of March 30, 2000;
- since Enel S.p.A. is the controlling entity of Enel Factor S.p.A., company enrolled in the general registry of the financial intermediaries pursuant to article 106 of the Italian Legislative Decree of September 1, 1993, no. 385, candidates to the office of Board of Directors shall also possess the requirements of honorableness specified by Decree No. 517 of December 30, 1998 of the Minister of the Treasury, the Budget, and Economic Planning, for the representatives of entities which participate into the equity of financial intermediaries.
- In the event that Directors leave office before the end of their term, Article 14.5 of the Corporate Bylaws provides for a mechanism of mandatory cooptation requiring that, whenever possible, such Directors are to be replaced by other candidates belonging to the same slate of the Directors who have left their office;
- the Company has adopted a specific policy regarding the maximum number of offices that its members may hold in the boards of directors or of statutory auditors of other companies of significant size in order to ensure that the persons concerned have sufficient time to effectively perform the role they have in the Board of Directors of Enel S.p.A.; consul the document "Guidelines regarding the maximum number of offices that the directors of Enel S.p.A. may hold".
Filing of the slates
The slates, together with the necessary documentation, shall be filed by the shareholders with the Company, no later than twenty-five days before the Meeting (i.e. by April 28, 2014).
Such filing shall be made:
- 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 a.m. to 5 p.m.; or
- through this section of the website with email to the following address firstname.lastname@example.org
- by fax to No. +39 06 83055028.
The Company reserves the right not to accept the documents sent by fax or email which are illegible or which are submitted with damaged or illegible files.
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.
The data controller, Enel S.p.A., shall process the personal data solely for those purposes necessary from time to time in order to comply with the scope provided for in this section of the website with respect to the Meeting.
The transmission and the processing of the personal data are necessary for the purposes indicated in this section of the website. The failure to transmit such personal data may determine the impossibility to provide a feedback to the requests submitted from time to time.
The personal data processing for the above purposes, will be mainly carried out with the use of computerized mechanisms (aimed at storing, processing and transmitting the data), and will be stored in printed copy, in order to ensure full compliance with the security measures prescribed by Legislative Decree 196/2003 as well as to comply with the principles of necessity, relevance and fairness required by the applicable laws regarding the personal data processing.
The personal data will be stored for a period of 36 months and will be not communicated to third parties, except if for the purpose of complying with the applicable laws or regulations. The data controller is allowed to transmit the personal data to Computershare S.p.A. (which will process the data in his capacity as responsible for the data processing) in order to allow the exercise of the rights provided in this section of the website, with respect to the Meeting.
The person responsible for the data processing is the Director of the Legal and Corporate Affairs Function, domiciled at the registered office of Enel S.p.A., to whom it may be requested at any time, pursuant to Article 7 of Legislative Decree No. 196/2003, (i) to confirm the existence of the data; (ii) to provide the information under paragraph 2 of the aforementioned disposition (origin, scope and reason of the data processing and information regarding the persons in charge and responsible for the processing); and (iii) to update, correct, integrate, cancel and transform the data. The interested person is entitled to oppose, also partially, the legitimate data processing, sending of advertisement materials, direct sales, market researches or marketing communications, absent express consent.
The exercise of the rights provided in this section, with the modalities specified therein, implies the consent to the treatment of personal data.
Slates shall be filed together with the declarations of the individual candidates under which they accept their candidacy and certify, under their own responsibility, the absence of any cause of ineligibility e incompatibility, as well as their satisfaction of the requirements specified by applicable law and Corporate Bylaws for their respective offices and the additional documentation required by Article 144-octies, paragraph 1, letter b) of Consob Resolution No. 11971 of May 14 , 1999.
Please note that the Code of Corporate Governance for listed companies recommends to file the slates together with the candidates' declaration of possession of the independence requirements set forth in Art. 3 of the same Code, if that is the case.
Please 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 “in which it is certified the lack of relationships of affiliation, also indirectly, 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, where they can be identified on the basis of the filings of the relevant shareholdings required by Article 120 of the Legislative Decree No. 58 of February 24, 1998, or on the basis of the publication of the shareholders' agreements pursuant to Article 122 of the same Act”, specifying, if existing, the possible significant relationships with those shareholders who control or own a relative majority stake into the Company, 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 of February 24, 1998 No. 58, the Company is subject to the de facto control of the Ministry of the Economy and Finance, that, possessing 31.24% of the share capital, has sufficient votes to exercise a dominant influence in ordinary Shareholders' Meetings of Enel S.p.A.(whilst not in any way involved in managing and coordinating the Company, in accordance with the provisions of Article 19, paragraph 6, of Law Decree No. 78/2009, converted with 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);
Given that, upon proposal of the shareholder Ministry of Economy and Finance under article 2367 of the Italian Civil Code, the extraordinary Meeting of May 22, 2014 shall resolve upon the insertion in the Corporate Bylaws of a provision concerning integrity requirements and related causes of ineligibility and disqualification of members of the Board of Directors, shareholders are invited to file together with the slates also a declaration from the candidates to the office of the Board of Directors confirming the possession of the integrity requirements set under such clause. Said requirements are detailed under the explanatory report of the Ministry of Economy and Finance.
At the filing of the slates, shareholders shall also provide information which allow the identification of those who submit the slates.
In particular, the ownership of the minimum percentage of the share capital of the Company required to submit the slates (0.5% of the share capital) is determined according to the shares that are registered in the name of the shareholder on the date on which the slates are filed at the Company.
The relevant certificate, issued by an authorized intermediary, may also be provided after the filing of the slates but, in any case, no later than twenty-one days before the date of the Meeting (i.e. by May 2, 2014).
Publication of the slates
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 May 2, 2014) together with:
- a detailed written information on the personal traits and professional qualifications of the candidates;
- a declaration concerning the possible possession of the requirements of independence provided for by the law (that is to say, those provided for the statutory auditors of listed companies);
- the information on the identity of the Shareholders filing the slates and the indication of their overall percentage in the Company's share capital.
Please be advised that, under the provisions of the Corporate Bylaws, for the purposes of the identifying the Directors to be elected, the candidates designated on the slates that have obtained a number of votes amounting to less than half of the percentage required for the presentation of the same slates shall not be taken into account.