Edison

Corporate Governance

Upon Upon the listing of its shares, which occurred in December 2002 subsequent to the absorption of Montedison (a publicly traded subsidiary), the Company adopted the rules of conduct of the Corporate Governance Code promoted by Borsa Italiana, thereby configuring its system of corporate governance, which is the set of standards and behavior guidelines deployed to ensure the efficient and transparent functioning of its corporate governance and internal control systems (derived from those used by Montedison, its publicly traded subsidiary), consistent with the recommendations of the abovementioned Code. This system was changed from time to time to reflect amendments to the Code and, with the exceptions mentioned below, is consistent with the rules set forth in the 2006 edition of the Code. The Code is available on the website of Borsa Italiana (www.borsaitalia.it).

Moreover, the main rules of corporate governance are set forth in the Governance Agreements (as defined below) implemented to reflect the controlling shareholder structure adopted by the Company on September 16, 2005, when TdE, a joint venture of EDF and Delmi , a 51% subsidiary of A2A became the Company’s majority shareholder. These rules have been incorporated into Edison’s Bylaws, as amended by Edison’s Shareholders’ Meeting on December 13, 2005 and again on June 26, 2007. Consistent with the Governance Agreements, this was done to provide the utmost transparency and facilitate the understanding by the financial markets of the Company’s rules of corporate governance by incorporating the rules directly in a legal document that, because of the specific disclosure requirements that govern it, is best suited to achieve the desired objective.

ORGANISATIONAL MODEL

Edison is an Italian-registered company with equity listed for trading on the stock market, and, as stated above, adheres to the Self-Discipline Code. Its governance structure, founded on the traditional organisational model, consists of the following bodies: 

• Shareholders’ Meeting; 
• Board of Directors (which acts through executive directors and representative directors and it is assisted by consultative committees for internal control, remuneration and strategy assisted by consultative committees for internal control, remuneration and strategy); 
• Statutory Board of Auditors; 
• Auditors.

Governance is completed by the structure of powers and delegated responsibilities described below, the internal control system and the Code of Ethics approved by the Board of Directors in September 2003. The Code of Ethics in particular defines the principles, fundamental values and behaviour that must guide the actions of all the members of the company - Directors, Auditors, employees and others.