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 approved 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 and 147-ter of Legislative Decree no. 58 of February 24, 1998 and Article 25 of the Corporate Bylaws.
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 equity interest to the share capital of the Company set forth by Consob with Regulation (i.e. 0.5% of the share capital of Enel S.p.A.); 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.
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 present 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 prescribed or referred to in Article 25 of the Corporate Bylaws.
Preparation of 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 that 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 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 possess 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 possess the requirements of honorableness 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 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 (approved by Consob's Resolution no. 11971 of May 14, 1999) apply.
Filing of 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. May 1, 2016), it will be postponed to the day after, with deadline on May 2, 2016. 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; or
- through this section of the website with email to the following address firstname.lastname@example.org; or
- by fax to no. 06 83055028,
Ref. - "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.
The data controller, Enel S.p.A., shall process the personal data solely for the purposes necessary, from time to time, 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 could 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 no. 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 the legitimate data processing in those cases and for those purposes provided for in Legislative Decree no. 196/2003.
The exercise of the rights provided in this section, with the modalities specified therein, implies the consent to the treatment of the personal data transmitted.
Slates shall be filed together with:
- a declaration containing the 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 (i.e. no later than May 5, 2016);
- 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 relationships of affiliation with such Shareholders, pursuant to Article 144-quinquies of the Issuers' Regulation. In rendering 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, possessing 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 as well as a statement by which the candidates certify to have 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, 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. May 2, 2016) only one slate has been filed – or if only slates by Shareholders with relationship of affiliation with shareholders who hold, also jointly, a controlling or relative-majority shareholding in Enel S.p.A. are presented – slates may be filed up to the third day following the abovementioned deadline set for the filing (i.e. no later than May 5, 2016, 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 May 5, 2016 (as described in the following paragraph "Publication of the slates"). It should be also noted that, in such case, the shareholding entitling the filing of slated 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 May 5, 2016) together with:
- information on the identity of the shareholders filing the slates and the indication of the 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 the possession of the requirements of professionalism, honorableness and independence, provided for by the law.