The Board of Directors of Enel, appointed by the ordinary Shareholders’ Meeting on May 10th, 2023, meeting for the first time in Rome and chaired by Paolo Scaroni appointed Flavio Cattaneo as Chief Executive Officer and General Manager of the Company.
The Board also confirmed the existing division of powers, designating the Chair with the power to supervise audit activities (although the head of said function continues to report hierarchically to the Board of Directors), to drive and oversee the application of corporate governance rules concerning the activities of the Board of Directors and to maintain, in agreement and coordination with the Chief Executive Officer, relations with institutional bodies and authorities. In line with the previous division of powers, the Chief Executive Officer was granted all powers for the management of the Company, except for those otherwise assigned by applicable laws and regulations as well as the by-laws or those retained by the Board of Directors within the scope of its responsibilities.
On the basis of the declarations released during the candidacy process and acceptance of the position and taking into account all the information available to the Company, the Board therefore verified that the Directors Johanna Arbib, Mario Corsi, Dario Frigerio, Fiammetta Salmoni, Paolo Scaroni, Alessandra Stabilini and Alessandro Zehentner meet the independence requirements set out both by law (article 147-ter, paragraph 4 and article 148, paragraph 3 of Italy’s Consolidated Financial Act) and by Recommendation no. 7 of Italy’s Corporate Governance Code (2020 edition). To this end, the Board of Directors took into account the quantitative criteria adopted by the Company to assess the significance of any commercial, financial or professional relationships and/or any additional remuneration – referred to in letters c) and d) of the aforementioned Recommendation no. 7, which may compromise the independence of a Director.
Specifically relating to Chairman Paolo Scaroni, the Board of Directors verified that the interested party does not fall into any of the impediments to independence indicated in art. 148, paragraph 3 of the Consolidated Law on Finance and/or by Recommendation no. 7 of the Corporate Governance Code.
Finally, the Board of Directors will establish at an upcoming meeting its different internal Committees with powers to submit proposals to and advise the Board.