Annual Report 2010 - Enel.com

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Compensation of Directors, members of the Board of Auditors, the General Manager and managers with strategic responsibilities Last name Name Position Directors and General Manager 242 Enel Annual Report 2010 Consolidated financial statements Period for which position was held End of term Gnudi Piero Chairman 1/2010-12/2010 Approv. fin. stat. 2010 Conti Fulvio CEO and GM 1/2010-12/2010 Approv. fin. stat. 2010 Ballio Giulio Director 1/2010-12/2010 Approv. fin. stat. 2010 Codogno Lorenzo Director 1/2010-12/2010 Approv. fin. stat. 2010 Costi Renzo Director 1/2010-12/2010 Approv. fin. stat. 2010 Fantozzi Augusto Director 1/2010-12/2010 Approv. fin. stat. 2010 Luciano Alessandro Director 1/2010-12/2010 Approv. fin. stat. 2010 Napolitano Fernando Director 1/2010-12/2010 Approv. fin. stat. 2010 Tosi Gianfranco Director 1/2010-12/2010 Approv. fin. stat. 2010 Total compensation of Directors and GM Board of Auditors - term ended Fontana Franco Chair. Board of Auditors 1/2010-4/2010 Approv. fin. stat. 2009 Board of Auditors - in service Duca Sergio Chair. Board of Auditors 4/2010-12/2010 Approv. fin. stat. 2012 Conte Carlo Standing Auditor 1/2010-12/2010 Approv. fin. stat. 2012 Mariconda Gennaro Standing Auditor 1/2010-12/2010 Approv. fin. stat. 2012 Total compensation of Board of Auditors Managers with strategic responsibilities (14) 1/2010-12/2010 (1) Insurance policy. (2) Of which (i) €420,000.00 in respect of the variable portion of compensation for 2009, approved and disbursed in 2010, and (ii) €560,000.00 in respect of the variable portion of compensation for 2010 approved and disbursed in 2011. (3) Of which (i) €780,000.00 in respect of the variable portion of compensation for 2009, approved and disbursed in 2010, and (ii) €900,000.00 in respect of the variable portion of compensation for 2010 approved and disbursed in 2011. (4) The amount breaks as follows: i) a fixed portion of compensation of €701,678.51 for the position of General Manager for 2010; ii) €910,000.00 in respect of the variable portion of compensation for the position of General Manager for 2009, approved and disbursed in 2010; (iii) €1,050,00.00 in respect of the variable portion of compensation for the position of General Manager for 2010, approved and disbursed in 2011. (5) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €31,000.00 as a member of the Compensation Committee, as approved by the Board of Directors on June 18, 2008. (6) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €33,000.00 as a member of the Internal Control Committee, as approved by the Board of Directors on June 18, 2008. (7) Compensation paid to the Ministry for the Economy and Finance in the amount of €115,000.00 pursuant to the Directive of the Presidency of the Council of Ministers - Department of Public Administration of March 1, 2000. (8) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €33,250.00 as a member of the Internal Control Committee, as approved by the Board of Directors on June 18, 2008. (9) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €36,000.00 as coordinator of the Compensation Committee, as approved by the Board of Directors on June 18, 2008. TOTAL
Remuneration (euro) Non-monetary benefits (euro) Bonuses and other incentives (euro) Other compensation (euro) Total (euro) 700,000.00 15,211.38 (1) 980,000.00 (2) (*) 1,695,211.38 600,000.00 1,680,000.00 (3) (*) 2,661,678.51 (4) (*) 4,941,678.51 116,000.00 (5) 116,000.00 118,000.00 (6) (7) 118,000.00 118,250.00 (8) 118,250.00 121,000.00 (9) 121,000.00 118,000.00 (10) 118,000.00 115,500.00 (11) 115,500.00 123,250.00 (12) 123,250.00 2,130,000.00 15,211.38 2,660,000.00 2,661,678.51 7,466,889.89 25,000.00 25,000.00 56,902.78 56,902.78 71,694.44 (13) 71,694.44 71,694.44 71,694.44 225,291.66 - - - 225,291.66 12,811,890.45 12,811,890.45 2,355,291.66 15,211.38 2,660,000.00 15,473,568.96 20,504,072.00 (10) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €33,000.00 as a member of the Internal Control Committee, as approved by the Board of Directors on June 18, 2008. (11) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €30,500.00 as a member of the Compensation Committee, as approved by the Board of Directors on June 18, 2008. (12) Of which (i) €85,000.00 as a member of the Board of Directors, as approved by the Shareholders’ Meeting of June 11, 2008 and (ii) €38,250.00 as coordinator of the Internal Control Committee, as approved by the Board of Directors on June 18, 2008. (13) Compensation paid entirely to the Ministry for the Economy and Finance pursuant to the Directive of the Presidency of the Council of Ministers - Department of Public Administration of March 1, 2000. (14) In 2010, managers with strategic responsibilities included heads of Enel SpA Departments and Division heads, for a total of 17 management positions. (*) As regards the variable component of the compensation of senior management (in particular the Chairman and the CEO/General Manager, who are assigned the same objectives), the Group targets for 2010 comprise (i) quantitative targets, including achievement of the consolidated EBITDA set in the budget (weighting: 25%), reducing consolidated financial debt (20%), the satisfaction of customers who signed up plans offered by the subsidiary Enel Energia SpA (10%), the margin of the generation area (20%) and workplace safety (10%) as well as (ii) qualitative objectives concerning the effectiveness of the communication and information plan on Enel’s nuclear power skills and an overall assessment of the findings of the “climate” survey within the Group (overall weight: 15%). 243
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Annual Report 2010
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Contents Enel Annual Report 2010 Re
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Report on operations
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Iberia and Latin America Endesa Int
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operates in the end-user market for
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Powers Board of Directors The Board
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The contribution of the operating D
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The Spanish market saw a turnaround
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30.8% of its shares are listed on t
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of 21.4%). More specifically, the p
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Millions of euro Operating assets O
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21 10 January Acquisition of Padoma
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19 April €10 billion revolving li
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1 July Sale of power transmission n
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11 10 November Enel and Kepco sign
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of industrial economies (such as Ge
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inventories at their highest level
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Italy The electricity market Domest
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gradually increasing use, as from 2
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information on customers who have f
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Following the hearing of February 1
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With Resolution ARG/elt no. 211/10,
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Gas transport and metering rates Wi
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With Resolution VIS no. 162/10, the
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Developments in prices in the main
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lished on January 26, 2011, the Min
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On July 2, 2010, the CNC had undert
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ANEEL resolution also provides for
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daily wholesale market. Specificall
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the ARENH price will be set with a
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leading to a final 2010 system cost
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electricity from hydroelectric plan
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National renewable energy action pl
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were held in 2010. Plants with a to
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USA Carbon regulation On May 12, 20
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cial receivables in respect of the
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The performance and balance sheet f
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Costs Millions of euro 2010 2009 re
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Analysis of the Group’s financial
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Sundry provisions, totaling €17,2
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in long-term financial receivables
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eceivable in respect of the sale to
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(1) (2) 2009 results restated Milli
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1 Sales The Sales Division is respo
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the free market, which benefited fr
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Revenues for 2010 totaled €17,540
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of the International Division, rela
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Capital expenditure Millions of eur
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Net efficient generation capacity M
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an increase of €971 million in th
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Contribution to gross thermal gener
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The table below shows performance b
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Operations Net electricity generati
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prior-year items recognized in 2009
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Services and Other Activities The p
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its generation mix towards the use
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Country risk By now, some 50% of th
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Sustainability
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Sustainability in Enel Providing su
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Sustainability reporting Since 2002
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which is needed in order to rationa
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project, which resulted in hiring a
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The Nine Points project was one of
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well as in light of the recent reca
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sustainability by following the Blu
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tainability and governance help bus
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mapping of production sites located
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Zero-emission thermal power generat
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developing low-cost distributed pow
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Electric mobility The “Electric M
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Reconciliation of shareholders’ e
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Consolidated Income Statement Milli
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Consolidated Balance Sheet Millions
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Statement of Changes in Consolidate
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Consolidated Statement of Cash Flow
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2 Accounting policies and measureme
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esposibilities, and their close rel
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and completed before that date are
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Investment property Investment prop
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Financial liabilities Financial lia
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For more information on the estimat
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incorporating the guidelines contai
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classified as equity if (and only i
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Millions of euro LIABILITIES AND SH
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are conducted within the framework
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Expected cash flows from interest r
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The following table reports the cas
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Millions of euro -10% Scenario +10%
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disposal, on September 23, 2009, of
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Segment information for 2010 and 20
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The following table reconciles segm
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The table below gives a breakdown o
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9.c Personnel - €4,907 million Mi
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Net income/(charges) from commodity
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Page 194 and 195: Information on the Consolidated Bal
Page 196 and 197: subsequently sold in December 2010;
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Page 200 and 201: 18. Equity investments accounted fo
Page 202 and 203: Equity investments in other compani
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Page 206 and 207: addition to direct reimbursement) b
Page 208 and 209: Assets held for sale 27. Assets hel
Page 210 and 211: Non-current liabilities 29. Long-te
Page 212 and 213: issue of bonds for retail investors
Page 214 and 215: Current portion of long-term loans
Page 216 and 217: failure to make payment, breach of
Page 218 and 219: Millions of euro Pension benefits O
Page 220 and 221: 31. Provisions for risks and charge
Page 222 and 223: Commodity derivatives mainly relate
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Page 226 and 227: Liabilities held for sale 38. Liabi
Page 228 and 229: 40. Contractual commitments and gua
Page 230 and 231: Developments in the inquiries of th
Page 232 and 233: provisionally enforceable, held the
Page 234 and 235: creditor rights in respect of CELF
Page 236 and 237: 43. Stock incentive plans Between 2
Page 238 and 239: of the dividend (for 2004) of €0.
Page 240 and 241: that of a specific benchmark index
Page 245 and 246: Corporate governance
Page 247 and 248: Major shareholdings and shareholder
Page 249 and 250: prescribed by the Unified Financial
Page 251 and 252: C) The revolving credit facility ag
Page 253 and 254: structure, internal auditing system
Page 255 and 256: listed companies), distinctly menti
Page 257 and 258: University, in Syracuse, New York (
Page 259 and 260: The Directors perform their duties
Page 261 and 262: letter b) above, have assets exceed
Page 263 and 264: sufficient to ensure that their jud
Page 265 and 266: compensation of the Chief Executive
Page 267 and 268: the power - which may also be exerc
Page 269 and 270: Conte is concerned, the Board of St
Page 271 and 272: in December 2006, the Board of Dire
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Page 277 and 278: of the Company’s website (www.ene
Page 279 and 280: Ethics consists of: > general princ
Page 281 and 282: “Zero Tolerance of Corruption”
Page 283 and 284: In principle, unless there are spec
Page 285: Internal control Has the Company ap
Page 288 and 289: Declaration of the Chief Executive
Page 291 and 292: Attachments
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Subsidiaries consolidated on a line
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Company name Registered office Coun
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Company name International Endesa B
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Enel SpA companies consolidated on
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Company name Companhia Térmica Rib
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Endesa SA companies consolidated on
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Associated companies accounted for
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Company name P.N. Endesa SA Central
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Other significant equity investment
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Reports
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Concept design Inarea - Rome Publis
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Annual Report 2010 - Enel.com

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