Annual Report 2010 - Enel.com

Chairman and the Chief Executive Officer of Enel will receive
a compensation amounting to:
> in the Chairman’s case, the total sum of the fixed and
variable remuneration that he would have received
until the expiry of his term (assuming, with regard to
the variable part, the average remuneration received in
the last two years or, absent that, 50% of the maximum
amount provided for);
> in the Chief Executive Officer’s (and General Manager’s)
case, the total sum of the fixed and variable remuneration
(assuming, with regard to the variable part of
the same, the average remuneration received in the
last two years or, absent that, 50% of the maximum
amount provided for) that he would have received as
Chief Executive Officer and as General Manager until
the expiry of the relationships concerned.
In addition to the foregoing, when his employment as
an executive ends (in consequence of the termination
of his relationship as a Director, including if the latter occurs
before the end of his term, because of his justified
resignation or his removal without a just cause), the General
Manager will receive a compensation amounting to
three years of (i) the fixed remuneration received in such
capacity, as well as (ii) 50% of the variable remuneration
received in the same capacity, amounting to a total sum
of euro 3,675,000. This compensation includes indemnity
in lieu of notice and entails the waiver by the person concerned
of any demands that could be made on the basis
of the national collective bargaining agreement for executives
of industrial firms.
With reference to the effects of the termination of the
management employment relationship on the rights assigned
to the General Manager in the context of the incentive
plans currently in force, based on financial instruments
(stock option and restricted share units) or to be
paid in cash (long-term incentive), it should be noted that,
in accordance with the rules applying to all the beneficiaries
of such plans:
> following the termination of the employment relationship
due to the expiry of the term, the General Manager
retains the rights which were previously assigned
to him;
> in the event of termination of the employment relationship
due to voluntary resignation (with or without
a just cause) or dismissal for just cause or for a justified
personal reason, the General Manager looses any right
previously assigned to him;
> in the event of termination of the employment rela-
252 Enel Annual Report 2010
Corporate governance
tionship due to reasons other than those under (ii)
above, the Board of Directors, upon consultation with
the Compensation Committee, shall determine the
rules applicable to the rights assigned to the General
Manager.
The Chief Executive Officer (and General Manager) has
undertaken not to engage – for one year as from the
termination of his labor relationship – on his own and directly,
in any business activities anywhere in the European
Union territory that could be in competition with those
carried on by Enel.
As a consideration for such undertaking, the Company
undertook to pay to the latter the fixed and variable components
of one year of compensation as Chief Executive
Officer and General Manager (considering, with respect
to the variable part of the compensation, the average
amount of the compensation which was paid during the
last two years or, absent that, 50% of the maximum expected
amount).
Finally, it should be noted that there are no agreements
providing for (i) the award or the keeping of non monetary
benefits in favor of former Directors, or (ii) the entering
into of consultancy agreements for a period following
the termination of the relationship as Director; no specific
compensation is also provided for in the event the relationship
of any member of the Board of Directors is terminated
following a takeover bid.
A description of the total pay of the members of the Board
of Directors and the members of the related Committees,
as well as the Chairman and the Chief Executive Officer
(and General Manager) is provided in the second section
of this report (under “Board of Directors - Remuneration”).
Organizational structure
In compliance with the current regulations applicable in
Italy to companies with listed shares, the organizational
structure of the Company includes:
> a Board of Directors entrusted with the management
of the Company;
> a Board of Statutory Auditors responsible for (i) ensuring
compliance with the law and the Company’s
bylaws, as well as the observance of correct management
principles in the carrying out of the Companies
activities, (ii) checking the financial information process
and the adequacy of the Company’s organizational