Annual Report 2010 - Enel.com

Non-EU foreign subsidiaries
During 2010, the Internal Control Committee checked
that the Group was consistently complying with the
regulations, established by CONSOB as part of its Market
Rules, regarding accounting transparency, as well as
the adequacy of the organizational structure, and the
internal control systems of subsidiaries set up and regulated
under the law of non-EU countries (hereinafter,
for the sake of brevity, referred to as “non-EU foreign
subsidiaries”).
In particular, the following should be noted in this regard:
> according to the data contained in the financial statements
as of December 31, 2009 and in application of
the parameter concerning material significance for
consolidation purposes introduced in the Market Rules
with effect from July 1, 2008, eleven non-EU foreign
subsidiaries were identified within the Enel Group to
which the regulations apply for 2010. Specifically, these
companies, to which relevant laws were applicable in
the course of the fiscal year of 2009, are: 1) Ampla
Energia e Serviços SA (a Brazilian company); 2) Chilectra
SA (a Chilean company); 3) Compañia Distribuidora
y Comercializadora de Energia SA (a Colombian company);
4) Companhia Energética do Ceará SA (a Brazilian
company); 5) Edegel SA (a Peruvian company); 6)
Emgesa SA ESP (a Colombian company); 7) Empresa
Nacional de Electricidad - Endesa Chile SA (a Chilean
company); 8) Endesa Brasil SA (a Brazilian company); 9)
Endesa Capital Finance LLC (a US company); 10) Enersis
SA (a Chilean company); and 11) Enel OGK-5 OJSC (a
Russian company);
> the balance sheet and income statement for 2010 of
all the above companies, as included in the reporting
package used for the preparation of the Enel Group’s
consolidated financial statements for 2010, will be
made available to the public by Enel at least 15 days
before the date set for the Shareholders’ Meeting
convened for the approval of the 2010 financial statements
of Enel, at the same time of the summary reports
regarding the main data of the last financial reports of
the subsidiaries and affiliated companies (according to
the procedures described in CONSOB’s Issuer Regulations);
> the bylaws and the composition and powers of the corporate
bodies of the above companies were obtained
by Enel and are available to the CONSOB, in updated
274 Enel Annual Report 2010
Corporate governance
form, where the latter should so request for supervisory
purposes;
> Enel has ensured that all the above companies: (i) provide
the external auditor of the Parent Company with
the information necessary to perform the annual and
interim audits of Enel; (ii) use an administrative and
accounting system appropriate for regular reporting
to the management and the external auditor of Enel
of the income statement, balance sheet and financial
data necessary for the preparation of the Group’s consolidated
financial statements.
Transactions with related
parties
In December 2006, the Board of Directors – implementing
the provisions of the Italian Civil Code (which, until then,
the CONSOB had not specifically adopted), as well as the
recommendations of the Self-regulation Code – adopted
a regulation that establishes the procedures for approving
and carrying out transactions undertaken by the Company
or its subsidiaries with related parties, in order to
ensure the transparency and correctness, both substantial
and procedural, of the aforesaid transactions. Such regulation
was applied until the end of 2010.
A new procedure for transactions with related parties took
effect from January 1, 2011; such procedure was approved
by the Board of Directors in November 2010, in compliance
with the requirements provided by CONSOB with a
regulation adopted in March 2010, which implements the
provisions of the Italian Civil Code. In order to be consistent
with the chronological order, the contents of this new
procedure – that is available on the Company’s website,
together with the additional documentation concerning
the corporate governance indicated in this report – shall
be analyzed in the 2011 report on corporate governance
and ownership structure.
According to the regulation for transactions with related
parties which applied until the end of 2010, the Internal
Control Committee is entrusted with the prior examination
of the various kinds of transactions with related parties,
with the exception of those that present a low level
of risk for the Company and the Group (the latter including
the transactions carried out between companies entirely
owned by Enel, as well as those that are typical or
usual, those that are regulated according to standard