Sustainable Governance

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Governance

There is an increasing demand for greater transparency and correctness from all stakeholders in the corporate governance of companies.

The governance of our Group is based on a solid, dynamic ethical system constantly oriented towards implementing best practices at the national and international level. This choice underlies the principles that inspire us in guaranteeing effective and efficient management and reliable control over the activities carried out in the corporate context.

On February 5, 2013, Enel embraced the approach laid out by the United Nations "Protect, Respect, Remedy" through the approval by the Board of Directors of a policy dedicated to the topic of human rights. The policy strengthens and deepens the commitments already enshrined in the Code of Ethics, the Zero Tolerance to Corruption Plan and Model 231.

Enel's corporate governance system ensures a model in line with international best practices on the subject, in the plurality of subjects responsible for the control and transparency of the communication of its operations.

With a view to transparency, Enel provides detailed information to the market annually through the "Report on corporate governance and ownership structures" published together with the financial statement documentation, in line with the recommendations of the Corporate Governance Code for publicly listed companies. It is an act of sharing in the "open data" spirit to make the main company data accessible to all stakeholders.

Human rights

Our commitment to respecting human rights is the common thread that guides our activities. It is fully integrated into our corporate values, as we are part of the territory and an important component in the lives of people, companies and society as a whole.

We promote respect for all internationally recognized human rights that are relevant to the conduct of our activities and business relationships and require adherence to the same principles by contractors, suppliers and commercial and financial partners.

We believe that companies have ability to make a positive impact on society. Respect for human rights, therefore, is the founding element for pursuing sustainable progress that goes beyond mere compliance with current regulations on the matter.

We have embraced the approach laid out by the United Nations "Protect, Respect, Remedy" in its guiding principles for business and human rights as well as the OECD guidelines for multinational companies. Furthermore, the Board of Directors has approved a policy dedicated to the topic of human rights, which strengthens and deepens the commitments already enshrined in the Code of Ethics, the Zero Tolerance to Corruption Plan and the risk prevention models linked to corporate and reputational criminal liability, in particular Model 231.

The policy identifies 12 principles relating to two macro-themes: working practices and relations with communities and society. It draws attention to how environmental degradation and climate change are interconnected with human rights as the implementation of measures that mitigate their effects cannot occur without taking into account their social impact.

In line with international reference standards, we have developed appropriate due diligence processes throughout the entire value chain in which we operate which are divided into four phases:

assessment of the risk perceived by key stakeholders, with reference to labor, local community and environmental rights;
gap analysis aimed at identifying and analyzing the organizational and control systems to manage risks;
development of action plans, in order to cover any areas for improvement that emerged in the previous phase;
monitoring of action plans and remedies.

The defined improvement plans are divided into actions aimed at covering 100% of the operational processes and sites.

Furthermore, all our stakeholders, both internal and external, can report any violation or suspected violation of our human rights policy using the provided channels, indicated within the policy itself.

We have also developed a Global Framework Agreement with the sector's Global Trade Union Federations, which recognizes the centrality and universality that human, social and labor rights have within our company and which establishes social dialogue as the privileged means to welcome mutual interests.

We also participate in an initiative, promoted and financed by the Presidency of the Council of Ministers, aimed at developing corporate prevention plans at work. These activities complement the checks on the use of narcotic substances and alcohol already applied within the company, in compliance with the International Labor Organization's projects.

With a view to transparency, Enel provides detailed information to the market annually through the "Report on corporate governance and ownership structures" published together with the financial statement documentation, in line with the recommendations of the Corporate Governance Code for publicly listed companies. A sharing in the "open data" spirit to make the main company data accessible to all stakeholders.

With respect to the corporate governance system, the Shareholders' Meeting has the task of adopting the most relevant decisions for the company with activities such as: appointing the corporate bodies, approving the budget and managing the distribution of dividends.

The management of the company is the responsibility of the board of directors, which carries out the operations necessary for the implementation of the corporate purpose, delegating part of its management skills to the CEO and appointing four internal committees with propositional and consultative functions.

The roles of CEO and president are clearly separated and both are responsible for representing the Company.

The Board of Auditors has the task of supervising, among other things, compliance with the law and the articles of association and compliance with the principles of correct administration.