Annual Report 2010 - Enel.com

Report on corporate
governance and ownership
structure
Section I: Governance and ownership structure
Introduction
During 2010, the corporate governance structure in place
at Enel SpA (hereinafter, also “Enel” or the “Company”)
and in the group of companies that it controls (hereinafter,
for the sake of brevity, the “Group”) continued to
reflect the principles contained in the edition of the Selfregulation
Code of Italian listed companies promoted by
Borsa Italiana, published in March 2006 and available on
Borsa Italiana’s website at http://www.borsaitaliana.it/
borsaitaliana/ufficio-stampa/comunicati-stampa/2006/
Ownership structure
Share capital structure
The capital stock of the Company consists exclusively
of registered ordinary shares fully paid up and entitled
to full voting rights at both Ordinary and Extraordinary
Shareholders’ Meetings. At the end of 2010 (and still as
of March 2011), Enel’s share capital amounted to euro
9,403,357,795, divided into the same number of ordinary
shares with a par value of euro 1 each.
Since November 1999, the Company’s shares have been
listed on the Electronic Stock Exchange organized and
managed by Borsa Italiana. In addition, the shares of the
Company were listed on the New York Stock Exchange
in the form of ADSs (American Depositary Shares) from
November 1999 until December 2007. At the Company’s
request, because of the low trading volume and the financial
and administrative burdens connected with maintaining
the listing and the registration of the aforesaid ADSs
246 Enel Annual Report 2010
Corporate governance
codiceautodisciplina.en_pdf.htm (hereinafter, for the sake
of brevity, the “Self-regulation Code”), as well as the recommendations
made in this regard by the CONSOB and,
more generally, international best practice.
The aim of this corporate governance system is essentially
the creation of value for the shareholders, taking into account
the social importance of the Group’s activities and
the consequent need, in carrying them out, to adequately
consider all the interests involved.
in the United States of America, in December 2007 such
ADSs were delisted from the New York Stock Exchange. In
March 2008, following the completion of the procedure
of deregistering Enel’s ADSs (and ordinary shares) at the
Securities and Exchange Commission (SEC), the Company’s
reporting obligations provided for by the Securities
Exchange Act of 1934 ceased and the provisions regarding
corporate governance contained in the Sarbanes-Oxley
Act no longer apply to Enel. In this regard it should be
noted that, even after the completion of the deregistration,
the internal controls over financial reporting required
by Section 404 of the Sarbanes-Oxley Act are still applied
by certain Latin American companies of the Group which
have ADSs listed on the New York Stock Exchange (as better
specified in the second section of the document under
“Internal control system” - ”The system of risk management
and internal control of financial information”).