Solid governance

G4-13 G4-26 G4-34 G4-37 G4-38 G4-42 G4-14 G4-35 G4-36 G4-40 G4-41 G4-44 G4-45 G4-46 G4-48 G4-51 G4-52 G4-DMA SO G4-SO3 G4-43

Enel has been listed on the electronic stock exchange organized and managed by Borsa Italiana SpA since 1999, and has the highest number of shareholders among Italian companies (around 1 million between retail and institutional investors), including the main international investment funds, insurance companies, pension funds, and ethical funds. In addition, there are 14 other companies within the Enel Group that issue shares listed on the stock exchanges of Italy, Spain, Russia, Argentina, Brazil, Chile and Peru.Gli azionisti di Enel

Enel shareholders

G4-26

Enel establishes continuous dialogue with all shareholders through dedicated corporate structures and, in particular, through the Investor Relations unit in the Administration, Finance and Control Function and a unit dedicated to relationships with all shareholders in the Legal and Corporate Affairs Function. In 2015 there were 479 meetings with institutional investors and 153 responses were provided to information requests from retail shareholders.

Ownership structure (%)

Composizione base azionaria

Enel and Socially Responsible Investors

G4-13

The path to the highest sustainability standards, which Enel has started down, has been rewarded with the interest of socially responsible investment funds which continue to grow. These investors include environmental, social and governance principles in the criteria which determine their investment decisions. At December 31, 2015 there were 132 Socially Responsible Investors (134 in 2014) in Enel’s share capital and they held 7.7% of total Enel shares in circulation (5.9% in 2014), equal to 10.3% of the free float (8.6% in 2014). These funds represent a stable shareholding base over time, with a diversified geographic presence covering continental Europe, Great Britain and North America. The Sustainability unit and the Investor Relations unit periodically undertake specific activities to monitor the information needs and requests of SRI funds.

The corporate governance structure

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The corporate governance structure of the Enel Group complies with the principles set forth in the Corporate Governance Code for listed companies, in the most recently updated version from July 2015, and is inspired by Consob’s recommendations on this matter and, more generally, international best practice. The corporate governance system is essentially aimed at creating value for the shareholders over the medium-long term, taking into account the social importance of the Group’s business operations and the consequent need, in conducting such operations, to adequately consider all the interests involved.

BOARD OF STATUTORY AUDITORS

It is responsible for overseeing: compliance with the law and bylaws, as well as compliance with the proper management principles in the carrying out of the Company’s activities; the process of financial disclosure, as well as the adequacy of the organizational structure, the internal auditing system and the Company’s administrative and accounting system; the audit of the stand alone and the consolidated financial statements, as well as the independence of the external auditing firm; and, finally, the concrete implementation of the corporate governance rules envisaged by the Corporate Governance Code.

Collegio sindacale

AUDIT FIRM

A specialist company which is listed in the specific register and is nominated by the Shareholders’ Meeting on the basis of a proposal from the Board of Statutory Auditors.

Società di revisione

Committee

 

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SHAREHOLDERS’ MEETING

Responsible for passing resolutions on, among other things: the appointment and withdrawal of members of the Board of Directors and the Board of Statutory Auditors and the related fees and responsibilities; the approval of the financial statements and the allocation of net earnings; the acquisition and disposal of treasury shares; stock-based compensation plans; amendments to the company’s bylaws; the issue of convertible bonds.

ASSEMBLEA DEGLI AZIONISTI

BOARD OF DIRECTORS

Responsible for managing the Company

BOARD OF DIRECTORS

Board of Directors

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After being appointed by the ordinary Shareholders’ meeting of May 22, 2014, at December 31, 2015 the Board consisted of nine members. Following the resignation in November 2014 of the director Salvatore Mancuso, the Shareholders’ meeting of May 28, 2015 appointed Alfredo Antoniozzi as a member of the Board of Directors. During 2015 the Board met 15 times, dealing at 9 meetings with issues linked to governance, Sustainability, the Code of Ethics and the 231 Compliance Program. The Board has set up the following four committees internally:

  • Nomination and Compensation Committee - supports, through proper enquiry, the assessments and decisions of the Board of Directors relating to the size and composition of the Board itself, as well as to the compensation of executive directors and key executives;
  • Control and Risks Committee - supports, through an adequate review process, the assessments and decisions of the Board of Directors relating to the internal control and risk management system as well as those relating to the approval of the periodic financial reports;
  • Corporate Governance Committee - assists with preliminary functions, also by providing advice and proposals, the Board of Directors in its assessments and decisions relating to the corporate governance of the Company and of the Group and to Corporate Social Responsibility. In February 2016 it was renamed the Corporate Governance and Sustainability Committee;
  • Related Parties Committee - it was set up to provide reasoned opinions on Enel’s interest – as well of companies that are directly and/or indirectly controlled as necessary – in undertaking transactions with related parties, expressing a judgment on the substantial expediency and correctness of the related conditions, after receiving timely and adequate information flows.

Skill diversity (no.)

Skill diversity

Office seniority diversity (% of all directors)

Office seniority diversity

Age diversity (%)

Age diversity

Gender diversity (no.)

Gender diversity

Remuneration policy

G4-51 G4-52

Enel’s remuneration policy is consistent with the recommendations of the Corporate Governance Code. Such policy is aimed at attracting, keeping and motivating those persons that have the skills to manage successfully the Company, aligning their remuneration with market standards, in order to ensure an adequate level of competitiveness on the labor market.

In defining the policy adopted by Enel SpA on remuneration for the members of the Board of Directors, the General Manager and Executives with strategic responsibilities in reference to 2016, the Nomination and Compensation Committee took account of the observations it received, which were not particularly numerous, from institutional investors and the indications that emerged from the favorable outcome of the vote of the Shareholders’ meeting in 2015 on the remuneration report.

Internal control and risk management system

G4-14 G4-41 G4-43 G4-44 G4-45 G4-46 G4-DMA SO G4-SO3

The internal control and risk management system consists of a collection of rules, procedures, and organizational structures aimed at enabling the identification, measurement, management and monitoring of the main corporate risks in the Group.

The system covers three types of activity:

  • “line control” (or “first level control”), consisting of the set of control activities the single operating units or Group companies perform on their own processes in order to guarantee the correct undertaking of operations;
  • “second level” controls, which are entrusted to specific corporate departments and which aim to manage and monitor typical categories of risks;
  • internal audit (“third level” controls) aims at verifying the structure and function of the system overall, also through monitoring the controls, as well as the second level control work.

The system is subject to periodic tests and checks, taking into account the evolution of corporate operations and the situation in question, as well as best practices.

For a detailed description of the duties and responsibilities of the main subjects involved in the system, as well as the means of coordination among them, please refer to Guidelines of the Internal control and risk management system, which are available at www.enel.com.

The following table sets out the main types of risk to which the Enel Group is exposed. For each of these, specific actions have been identified to mitigate its effects and ensure their correct management.

Risks linked to processes to liberalize markets and to regulatory changes Risks linked to CO2 emissions Commodity price risk and risk of continuity of supply Exchange rate risk Interest rate risk
Credit risk Liquidity risk Risks connected to rating Country risk Industrial and environmental risks

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In regard to financial risks, such as market risk (including the risk of changes in interest rates, exchange rates and commodity prices), credit risk and liquidity risk, the governance adopted by the Group envisages:

  • the presence of specific internal committees, consisting of the Group’s top management and chaired by the Enel Chief Executive Officer, responsible for policy setting and supervision of risk management;
  • the issue of specific policies and procedures, at the Group and individual Division/Country/Business Line levels, which establish the roles and responsibilities for risk management, monitoring and control processes, ensuring compliance with the principle of organizational separation of units responsible for operations and those in charge of managing risk;
  • the definition of a system of operating limits at the Group and individual Division/Country/Business Line levels for the various types of risk, which are monitored periodically by risk management units.

Detailed information is available in the Group Annual Report 2015 available on the Company’s website (www.enel.com).

See also the chapter “The energy of ICT” regarding the management of cyber security.

Analysis of counterparties

During 2015, within the Security Italy unit, a team was set up dedicated to identifying any risk for the Enel Group connected to the establishment or continuation of relationships with subjects with whom there are contractual or precontractual links (suppliers, consultants, business partners, etc.) who might not have the prerequisites in terms of good standing envisaged by Enel values or who may act contrary to the Law. The risk assessment is undertaken using an analytical method that is typical of so-called “Open Source Intelligence” (OSINT), in other words based on the collection of all that information which can be accessed by the company for free or against payment. It envisages a stage of analyzing the information collected and the subsequent drafting of a report indicating the overall risk. Roles, responsibilities and means of carrying out the activities are regulated in a specific policy approved in Italy in 2015 and which will be gradually implemented in all the countries where Enel operates.