Annual Report 2010 - Enel.com

Ethics consists of:
> general principles regarding relations with stakeholders,
which define the reference values guiding the
Group in the carrying out of its activities. Among the
aforesaid principles, specific mention should be made
of the following: honesty, impartiality, confidentiality,
the creation of value for shareholders, the value of human
resources, the transparency and completeness of
information, service quality, and the protection of the
environment;
> criteria of behavior towards each class of stakeholders,
which specify the guidelines and rules that Enel’s officers
and employees must follow in order to ensure observance
of the general principles and prevent the risk
of unethical actions;
> implementation mechanisms, which describe the control
system devised to ensure observance of the Code
of Ethics and its continual improvement.
The revision of the Code of Ethics carried out in September
2009 and ended in February 2010 was prompted by
the necessity of updating this document in the light of
the legal and organizational changes that had taken place
since its previous version was published, as well as the intention
to further align its content with international best
practice. Among the most significant amendments made at
that time were (i) the updating of the corporate mission,
(ii) adoption of the prohibition of intimidation, mobbing,
and stalking in the workplace, and (iii) an express provision
of the obligation for suppliers to comply with regulations
regarding health and safety in the workplace, as well as (iv)
the exclusion in principle of the possibility for Group companies
to grant requests for contributions for the same kind
of activities in which Enel Cuore Onlus is engaged.
Compliance program
pursuant to Legislative
Decree 231 of June 8, 2001
In July 2002, the Company’s Board of Directors approved
a compliance program in accordance with the requirements
of Legislative Decree 231 of June 8, 2001, which
introduced into the Italian legal system a regime of administrative
(but in fact criminal) liability with respect to
companies for several kinds of crimes committed by their
directors, executives, or employees in the interest of or to
the benefit of the companies themselves. The content of
the aforesaid program is consistent with the guidelines on
the subject established by industry associations and with
the best practice of the United States and represents another
step towards strictness, transparency, and a sense
of responsibility in both internal relations and those with
the external world. At the same time, it offers shareholders
adequate assurance of efficient and fair management.
The program in question – conceived as an instrument to
be adopted by all the Italian companies of the Group –
consists of a “general part” (in which are described, among
other things, the content of Legislative Decree 231/2001,
the objectives of the program and how it works, the duties
of the control body responsible for supervising the
functioning of and compliance with the program and seeing
to its updating, and the penalty regime) and separate
“special parts” concerning the different kinds of crimes
provided for by Legislative Decree 231/2001, which the
aforesaid program aims to prevent.
During 2006, the compliance program was completely revised.
As proposed by the Internal Control Committee, the
Board of Directors (i) updated both the “general part” and
the “special parts” regarding corporate crimes and crimes
against the civil service, in order to take into account court
rulings and the applicative experience acquired during the
first years of implementation of the program, and (ii) approved
new “special parts” concerning crimes of terrorism
and subversion of the democratic order, crimes against
the person, and crimes and administrative wrongdoing
involving market abuse.
In February 2008, the Board of Directors approved an additional
“special part” of the program in question concerning
the crimes of negligent manslaughter and personal
injury committed in violation of the regulations for the
prevention of industrial accidents and the protection of
workplace hygiene and on-the-job health.
At the same time, the Board of Directors also updated the
composition of the body entrusted with the supervision
of the functioning and observance of the program and
with seeing to its updating, which was transformed from
a one-member body into a collective one in order to bring
its characteristics into line with the prevalent practice of
the most important listed companies and the trends of
court decisions.
In accordance with the regulation of the supervisory body
approved by the Board of Directors in May 2008, such
body may consist of three to five members appointed by
the Board. Such members may be either from within or
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