Annual Report 2010 - Enel.com

In principle, unless there are specific circumstances that should be concretely examined, exceeding these limits should mean that the non-executive director
to whom they apply does not possess the requisites of independence provided for by the Self-regulation Code:
d) if he or she receives, or has received in the three preceding accounting periods, from the issuer or from a subsidiary or controlling company significant
additional compensation with respect to his or her “fixed” pay as a non-executive director of the issuer, including participation in incentive plans connected
with the company’s performance, including those involving stock based plans;
e) if he or she has been a director of the issuer for more than nine years in the last twelve years;
f) if he holds the office of chief executive officer in another company in which an executive director of the issuer holds a directorship;
g) if he or she is a shareholder or a director of a company or an organization belonging to the network of the firm entrusted with the external audit of the
issuer;
h) if he or she is a close family member (2) of a person who is in one of the conditions referred to in the preceding items.
******* This quorum applies with effect from the meetings whose notice is published after October 31, 2010. For the meetings convened until that date, the quorum
was equal to 1% of the share capital.
Table 2: Enel’s Board of Statutory Auditors
Office Members
Percentage of Board meetings
attended Number of offices (**)
Chairman Fontana Franco (*) (***) 100% 13
Chairman Duca Sergio (*) (****) 100% 5
Regular Auditor Conte Carlo 91% 5
Regular Auditor Mariconda Gennaro 86% 1
Alternate Auditor Giordano Giancarlo (***) N.A. -
Alternate Auditor Sbordoni Paolo (*) (***) N.A. -
Alternate Auditor Salsone Antonia Francesca (****) N.A. -
Alternate Auditor Tutino Franco (*) (****) N.A. -
Number of meetings held in 2010: 22
Quorum required for the presentation of slates for the appointment of the Board of Statutory Auditors: 0.5% of the share capital (*****).
NOTES
* The presence of an asterisk indicates that the Statutory Auditor was designated on a slate presented by minority shareholders.
** This column shows the number of offices that the person concerned has declared to hold on the boards of directors or the boards of statutory auditors of Italian
corporations.
*** In charge until April 29, 2010.
**** In charge from April 29, 2010.
***** This quorum applies with effect from the meetings whose notice is published after October 31, 2010. For the meetings convened until that date, the quorum
was equal to 1% of the share capital.
(1) It should be noted that, according to applicative criterion 3.C.2 of the Self-regulation Code, the following are to be considered “important representatives” of a
company or an organization (including for the purposes of the provisions of the other letters of applicative criterion 3.C.1): the legal representative, the president
of the organization, the chairman of the board of directors, the executive directors, and the executives with strategic responsibilities of the company or organization
under consideration.
(2) The comment on Article 3 of the Self-regulation Code states in this regard that “in principle, the following should be considered not independent: the parents, the
spouse (unless legally separated), life partner more uxorio , and co-habitant family members of a person who could not be considered an independent director”.
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