Annual Report 2010 - Enel.com

outside the Company or the Group, with specific expertise
and professional experience (in any case it is requested
the presence of the responsible for the internal Audit
function). The Board of Directors, upon proposal of the Internal
Control Committee, has initially appointed as members
of the control body – in addition to the head of the
Internal Audit Department – the heads of the Company’s
Department of Corporate Affairs and Legal Department,
since they have specific professional expertise regarding
the application of the compliance program and are not
directly involved in operating activities. Subsequently, in
December 2010, the Board of Directors decided to extend
the number of the members of the control body, providing
for the appointment of an external member, expert in
the field of business organization (identified in Prof. Matteo
Giuliano Caroli), who was nominated as Chairman of
the mentioned corporate body. In June 2009, the Board
of Directors also resolved, upon proposal by the Internal
Control Committee (i) to update both the “general part”
and the “special part” concerning the crimes of negligent
manslaughter and personal injury committed in violation
of the regulations for the prevention of accidents and on
the promotion of hygiene and workplace health and safety
in order to take into account the applicative experience
acquired, the trend of court decisions, and regulatory innovations,
as well as (ii) to approve a new “special part”
concerning the crimes of handling stolen goods, recycling
and using illegally acquired money, property, and benefits.
The periodical update and revision of the compliance
program were carried out also during 2010.
Initially, in May 2010, the Board of Directors, upon proposal
of the Internal Control Committee, has updated the
“special parts” concerning the crimes and the administrative
wrongdoings involving market abuse (in light of the
supervening business carried out by certain companies of
the Group on the electricity derivatives market) and the
crimes of negligent manslaughter and personal injury committed
in violation of the regulations for the prevention of
accidents and on the promotion of hygiene and workplace
health and safety, taking into account the supervening
amendments to the legislation concerning the object of
such “special parts”. During the same meeting, the Board
of Directors has also approved specific guidelines aimed at
applying the principles of the compliance program to the
most important foreign subsidiaries of the Group (identified
also on the basis of the type of business), in order to:
280 Enel Annual Report 2010
Corporate governance
(i) sensitize and make aware those companies on the importance
of ensuring the conditions of fairness and transparency
in the conduct of business and (ii) prevent the risk
that, through wrongdoing made during the conduct of
business, an administrative responsibility could raise pursuant
to Legislative Decree 231/2001 to Enel and/or other
Italian subsidiaries of the Group.
Subsequently, in December 2010, the Board of Directors,
upon proposal of the Internal Control Committee, updated
the “special parts” concerning the crimes for purposes
of terrorism or subversion of democracy and the crimes
of handling stolen goods, recycling and using illegally acquired
money, property, and benefits in order to take into
account the evolution of the corporate organization and
the amendments to the legislation concerning those subject
matters, and for the purpose of a better coordination
of the “special parts”. During the same meeting, the Board
of Directors also approved a new “special part” concerning
computer crimes and illicit treatment of data, which
recent legislation included among the crimes that are the
“condition” of the liability regulated by Legislative Decree
231/2001.
During 2010, the supervisory body oversaw, as usual, the
functioning and the observance of the compliance program
and in particular:
> held 8 meeting, in which it discussed upon certain activities
carried out in the Company (in relation to which
it did not found the conditions for the application of
administrative liability pursuant to Legislative Decree
231/2001) and upon particularly relevant events concerning
other companies, in order to assess whether
the provisions of the compliance program of Enel are
appropriate to prevent the risk that similar events could
occur in the Company;
> promoted the update of the compliance program;
> promoted, in addition to the usual training initiatives,
differentiated according to the recipients and necessary
to ensure a constant updating of the personnel
on the contents of the compliance program, an on-line
course regarding Legislative Decree 231/2001 and the
compliance program;
> constantly reported its activities to the Chairman and
Chief Executive Officer and, on a regular basis, to the
Internal Control Committee and to the Board of Statutory
Auditors.