Enel – report on corporate governance and ownership structure for year 2013 REPORT ON CORPORATE GOVERNANCE AND OWNERSHIP STRUCTURE (approved by the Board of Directors of Enel S.p.A. on April 3, 2014) - YEAR 2013 - (Drawn up pursuant to Articles 123-bis of the Consolidated Financial Act and 144-decies of CONSOB’s Regulation on Issuers) 1 Enel – report on corporate governance and ownership structure for year 2013 INDICE Section I: Governance and ownership structure 3 2.2 Compensation Committee 17 1. Introduction 3 2.3 Control and Risk Committee 18 2. Organizational structure 3 2.4 Related Parties Committee 20 3. Ownership structure 4 2.5 Nomination and Corporate Governance Committee 21 3.1 Share capital structure 4 3. Board of statutory auditors 22 3.2 Major shareholdings and shareholders’ agreements 4 3.1 Current composition and term 22 3.3 Limit on the ownership of shares and voting rights 4 3.2 Appointment and replacement 22 3.4 Special powers of the Italian government 4 3.3 Tasks and prerogatives 23 3.5 Employee shareholdings: mechanism for exercising 3.4 Board meetings 23 voting rights 5 3.5 Remuneration 23 3.6 Appointment and replacement of directors and 4. The internal control and risk management system 24 amendments of the bylaws 5 5. Executive in charge of preparing the corporate accounting 3.7 Authorizations to increase the share capital and to buy documents 25 back shares 5 5.1 The system of risk management and internal control of 3.8 Change-of-control clauses 6 financial information 25 3.9 Compensation owed to directors in the event of early 6. External controls 27 termination of the relationship, including as the result of a 6.1 Auditing firm 27 takeover bid 7 6.2 Oversight of the Italian Court of Auditors 28 Section II: Implementation of the recommendations of 7. Relations with institutional investors and shareholders in the Corporate Governance Code and additional general 28 information 8 8. Shareholders’ Meetings 28 1. Board of Directors 8 9. Other corporate governance procedures 30 1.1 Current composition and term 8 9.1 Transactions with related parties 30 1.2 Appointment and replacement 8 9.2 Processing of corporate information 31 1.3 Role and functions 10 9.3 Code of Ethics 32 1.4 Board meetings 12 9.4 Compliance program pursuant to Legislative Decree No. 1.5 Chairman 12 231 of June 8, 2001 32 1.6 Chief Executive Officer 13 9.5 Zero tolerance for corruption plan 33 1.7 Executive and Non-executive directors 13 9.6 Human Rights Policy 33 SCHEDULE1: Biography of the members of the board of 1.8 Independent directors 13 directors 34 1.9 Limit on the number of offices held by directors 14 SCHEDULE2: Biography of the members of the board of 1.10 Evaluation of the functioning of the board of directors statutory auditors 39 15 and its committees TABLE 1: Structure of Enel’s board of directors and 1.11 Remuneration 16 Committees 41 2. Committees 17 TABLE 2: Structure of Enel’s board of statutory auditors 44 2.1 Organizational and operational rules 17 2 Enel – report on corporate governance and ownership structure for year 2013 Report on corporate governance and a board of statutory auditors responsible for ownership structure monitoring (i) the Company’s compliance with the law and bylaws, as well as compliance with SECTION I: GOVERNANCE AND OWNERSHIP proper management principles in the carrying STRUCTURE out of the Company’s activities, (ii) the process 1. Introduction of financial disclosure and the adequacy of the Company’s organizational structure, internal The corporate governance structure of Enel S.p.A. auditing system, and administration and (“Enel” or the “Company”) and of its corporate accounting system, (iii) the audit of the stand- group (“Enel Group” or the “Group”) complies alone and the consolidated financial statements with the principles set forth in the Corporate and the independence of the external auditing Governance Code for listed companies (1)(the firm and, lastly (iv) how the corporate “Corporate Governance Code”) adopted by the governance rules provided by the Corporate Company. Governance Code are actually implemented; The aforementioned corporate governance shareholders’ meetings, called to resolve – in structure is also inspired by CONSOB’s either an ordinary or extraordinary session – recommendations on this matter and, more among other things, upon: (i) the appointment generally, international best practice. or removal of members of the board of directors The corporate governance system adopted by Enel and the board of statutory auditors, as well as and its Group is essentially aimed at creating value their compensation and responsibilities, (ii) the for the shareholders over the medium-long term, approval of financial statements and the taking into account the social importance of the allocation of net earnings, (iii) the purchase and Group’s business operations and the consequent sale of treasury shares, (iv) stock-based need, in conducting such operations, to adequately compensation plans, (v) amendments to the consider all the interests involved. Company’s bylaws, and (vi) the issue of convertible bonds. 2. Organizational structure The external audit of the accounts is entrusted to a In compliance with the current legal framework specialized firm enrolled in the relevant registry and applicable in Italy to listed companies, the appointed by the shareholders’ meeting, upon a organizational structure of the Company includes: reasoned proposed by the board of statutory a board of directors responsible for managing auditors. the Company; (1) The code is available in it various editions on Borsa Italiana’s website (at http://www.borsaitaliana.it) 3 Enel – report on corporate governance and ownership structure for year 2013 3. Ownership structure provide that with the exception of the government, public bodies, and parties subject to their respective 3.1 Share capital structure control, no shareholder may own, directly or The Company’s share capital consists exclusively of indirectly, Enel shares representing more than 3% ordinary shares with full voting rights at both of its share capital. ordinary and extraordinary shareholders’ meetings. The voting rights attaching to the shares owned in At the end of 2013 (and as of the date of this excess of the aforesaid limit of 3% may not be report), Enel’s share capital amounted to Euro exercised, and the voting rights to which each of the 9,403,357,795, comprised of the same number of parties affected by the limit on share ownership ordinary shares having a par value of Euro 1 each, would have been entitled will be proportionately which are listed on the Electronic Stock Exchange reduced, unless there are prior joint instructions organized and managed by Borsa Italiana (the from the shareholders involved. In the event of Italian Stick Exchange). non-compliance, resolutions passed by 3.2 Major shareholdings and shareholders’ agreements shareholders’ meetings may be challenged in court if it is found that the majority required would not Based upon the entries in Enel’s shareholders’ have been attained without the votes expressed in ledger, reports made to CONSOB and received by excess of the above-mentioned limit. the Company, and other available information, as of the date of this report the Company’s shareholders Under the legal framework on privatizations, as holding a stake exceeding 2% of the Company’s subsequently amended, the provisions of the bylaws share capital are: concerning the limit on share ownership and voting Principal shareholders % of the share capital rights will lapse if the 3% limit is exceeded following a takeover bid following which the bidder Ministry of Economy and 31.24% holds shares representing at least 75% of the capital Finance with the right to vote on resolutions regarding the Natixis S.A. (1) 2.64% appointment and removal of directors. People’s Bank of China (2) 2.07% (1) Interest held as of June 27, 2013 under an asset management 3.4 Special powers of the Italian government arrangement. (2) Interest communicated to the Company on March 26, 2014. On March 14, 2014 the Council of Ministers, in the execution of Law Decree No. 21 of March 15, 2012, converted into law with modifications by Law No. To the Company’s knowledge, no shareholders’ 56 of May 11, 2012 (the “Law Decree No. agreements referred to in the Consolidated 21/2012”), has passed two regulations, to be issued Financial Act exist with regard to Enel’s shares. through a Decree of the President of the Republic The Company is subject to the de facto control of the of Italy, concerning the definition of (i) strategic Ministry of the Economy and Finance, which has assets of the energy, transportation and sufficient votes to exercise a dominant influence at communication sectors as well as (ii) the procedures Enel’s ordinary shareholders’ meetings. However, to enforce the Italian Government special powers in the above-mentioned Ministry is not in any way the same sectors, in order to align Italian laws to involved in managing and coordinating the European law’s rules and principles on the exercise Company, since the Company makes its of the Government’s special powers aimed at management decisions on a fully independent basis protecting its strategic assets, in the event of in accordance with the structure of duties and extraordinary circumstances of actual threat of responsibilities assigned to its corporate bodies. The severe harm to the public interest. foregoing is confirmed by Article 19, paragraph 6, In fact, pursuant to said executing regulations, the of Decree Law No. 78/2009 (subsequently new laws and regulations concerning special powers converted into Law No. 102/2009), which clarified under Law Decree No.