Annual Report 2010 - Enel.com

of the Company’s website (www.enel.com, investor section),
providing both financial information (financial
statements, half-year and quarterly reports, presentations
to the financial community, analysts’ estimates,
and information on trading of the securities issued by
the Company) and up-to-date data and documents of
interest to shareholders in general (press releases, the
members of Enel’s Boards, the Company’s bylaws and
Shareholders’-Meeting regulations, information and
documents regarding Shareholders’ Meetings, documents
regarding corporate governance, the Code of Ethics,
and the compliance program pursuant to Legislative
Decree 231/2001, as well as a general chart of the organization
of the Group).
Shareholders’ Meetings
The suggestion contained in the Self-regulation Code
to consider shareholders’ meetings important occasions
for discussion between a company’s shareholders and
its board of directors (even with the availability of a
number of different communication channels between
companies with listed shares and shareholders, institutional
investors, and the market) was carefully evaluated
and fully accepted by the Company, which – in
addition to ensuring the regular attendance of its Directors
at Shareholders’ Meetings – deemed it advisable
to adopt specific measures to adequately enhance the
latter; in particular, reference is made to the provision of
the corporate bylaws aimed at facilitating the collection
of the proxies among the employee-shareholders of the
Company and its subsidiaries and at facilitating their
participation in the decisional process of the Shareholders’
Meeting (this provision is specifically described in
the first part of the report, under “Ownership structure”
- “Employee shareholdings: mechanism for exercising
voting rights”).
The provisions governing the functioning of the Shareholders’
Meetings of listed companies, contained in the
Italian Civil Code, in the Unified Financial Act and in the
implementing regulations adopted by CONSOB, were
significantly amended after the enactment of Legislative
Decree 27 of January 27, 2010, which implemented
in Italy the Directive 2007/36/EC (concerning the exercise
of certain rights of shareholders in listed companies)
and modified, among the others, the laws regarding the
terms for calling the shareholders’ meetings, the number
of meetings, the quorum, the exercise of the right
to convene the meeting and to put items on the agenda
by the minority shareholders, the information before the
meeting, proxies, the identification of the shareholders
and the introduction of the record date with the aim
of identifying the title to participate and to vote in the
meeting. The provisions of Legislative Decree 27/2010
are applicable with effect from the meetings whose notice
is published after October 31, 2010. The main differences
between the current and the previous provisions
are summarized below.
In particular, it should be noted that the Shareholders’
Meeting is competent to resolve, in both ordinary and extraordinary
session, upon, among other things (i) the appointment
and revocation of the members of the Board
of Directors and of the Board of Statutory Auditors determining
their compensation and liability, (ii) the approval
of the financial statements and the distribution of the net
income, (iii) the buyback and sale of own shares, (iv) the
compensation plans based on shares; (v) the amendments
to the bylaws, (vi) the issue of convertible bonds.
On the basis of the Enel’s bylaws, ordinary and extraordinary
Shareholders’ Meetings are held in single call, are
convened and resolve with the majorities prescribed by
applicable laws and are normally held in the municipality
where the Company’s registered office is located. The
Board of Directors may determine otherwise, provided the
venue is in Italy. The ordinary Shareholders’ Meeting must
be convened at least once per year within one hundred
and eighty days after the end of the accounting period,
for the approval of the financial statements.
The Unified Financial Act provides that the title to participate
and to vote in the Shareholders’ Meeting must be
certified by a communication in favor of the person entitled
to vote, sent to the issuer by the intermediary and
issued on the basis of the accounting records at the end of
the seventh trading day prior to the date set for the Shareholders’
Meeting (so called “record date”).
Shareholders may ask questions on the items on the
agenda before the Shareholders’ Meeting; questions submitted
before the Meeting will be answered no later than
during the Meeting.
Shareholders may notify their proxies to the Company,
also by electronic means, through the specific section
of the Company’s website indicated in the notice of
the Meeting. Shareholders may also be represented in
the Meeting by a representative in conflict of interest,
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