Annual Report 2010 - Enel.com

The Directors perform their duties with full knowledge of
the facts and in complete autonomy, pursuing the primary
objective of creating value for the shareholders within a
medium-long time frame.
Remuneration
Shareholders’ Meetings determine the remuneration of
the members of the Board of Directors. After the Board
of Statutory Auditors has expressed its opinion, the Board
of Directors itself sets the additional remuneration for the
members of the Committees with advisory and proactive
duties instituted within the Board of Directors. The total
remuneration to which the Chairman and the Chief Executive
Officer are entitled is also established by the Board
of Directors, following a proposal by the Compensation
Committee and after the Board of Statutory Auditors has
expressed its opinion.
Specifically, as regards the Board of Directors currently in
office, in June 2008 an Ordinary Shareholders’ Meeting
confirmed euro 85,000 gross a year as the remuneration
to which each Director is entitled, in addition to the reimbursement
of the expenses necessary to perform his duties.
In June 2008, after receiving the opinion of the Board of
Statutory Auditors, the Board of Directors confirmed the
additional remuneration to be paid to the non-executive
Directors for their participation on the Compensation
Committee and the Internal Control Committee. For the
coordinators of such Committees, the remuneration is
euro 35,000 gross a year, while for the other members the
fee is euro 30,000 gross a year. An attendance fee of euro
250 gross a session is also provided for all members of the
Board.
In October 2008, upon proposal by the Compensation
Committee and after receiving the opinion of the Board
of Statutory Auditors, the Board of Directors determined
the total remuneration of the Chairman and the Chief
Executive Officer/General Manager. This remuneration,
whose features are described below, was established after
a careful analysis carried out with the assistance of a
qualified external consultant, in which the remuneration
of persons in positions similar to those of the persons concerned
(including international comparisons) was taken
into account.
Specifically, the Chairman is entitled to fixed remuneration
of euro 700,000 gross a year and variable remuneration
of up to a maximum of euro 560,000 gross a year. The
variable remuneration – whose purpose is to enhance the
synergetic cooperation between the Chairman and the
Chief Executive Officer/General Manager, while respecting
the autonomy and safeguarding the powers of the
latter – is tied to the achievement of specific and objective
annual goals connected with the business plan and
established by the Board of Directors upon proposal by
the Compensation Committee. The total remuneration
thus determined includes the base remuneration of euro
85,000 gross a year set by the Shareholders’ Meeting for
each Director, as well as the remuneration to which the
Chairman is entitled if he sits on the boards of directors of
Enel subsidiaries or affiliates, which therefore the person
concerned must waive or transfer to Enel.
Enel has taken out several insurance policies in favor of the
Chairman connected with the carrying out of his assignment
(in case of death, permanent invalidity, injury, and
work-related illness) and the termination of the assignment
itself (in order to ensure his severance pay).
Finally, the Chairman is entitled to compensation in case
of his justified resignation or his removal without a just
cause, the features of which are described in the first section
of this report (under “Ownership structure” - “Compensation
of the Directors in case of early termination of
the relationship, also following a takeover bid”).
With regard to his capacity as Chief Executive Officer, the
Chief Executive Officer/General Manager is entitled to
fixed remuneration of euro 600,000 gross a year and variable
remuneration of up to a maximum of euro 900,000
gross a year. The amount of his variable remuneration
depends on the achievement of objective and specific annual
goals connected with the business plan, which are
established by the Board of Directors upon proposal by
the Compensation Committee. The total remuneration
thus determined includes the base remuneration of euro
85,000 gross a year set by the Shareholders’ Meeting for
each Director.
With regard to his capacity of General Manager, the Chief
Executive Officer/General Manager is also entitled to
fixed remuneration of euro 700,000 gross a year and variable
remuneration of up to a maximum of euro 1,050,000
gross a year. In this case, too, the amount of the variable
remuneration depends on the achievement of objective
and specific annual goals connected with the business
plan, which are established by the Board of Directors upon
proposal by the Compensation Committee. The total remuneration
thus determined includes the remuneration
to which he is entitled if he sits on the boards of directors
of Enel subsidiaries or affiliates, which therefore the
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