Edison

BOARD OF DIRECTORS

The role of the Board of Directors is to define the strategic guidelines that must be followed by the Company and the Group under the Company’s control and is responsible for governing its business operations. Accordingly, it enjoys the most ample powers to carry out all actions, including acts of disposition, that it may deem useful for the furtherance of the corporate purpose, the sole exception being those that the law expressly reserves for the Shareholders’ Meeting. The current administrators have been appointed from the meeting of April 2nd 2008 with the exception of the administrator Andrea Viero, coopted from the board of directors of 12 November 2008, in substitution of the resigning Ivan Strozzi.

Position	Name	CV
Chairman	Giuliano Zuccoli
CEO	Umberto Quadrino
Directors	Marc Boudier
	Didier Calvez
	Mario Cocchi
	Gregorio Gitti
	Gian Maria Gros-Pietro
	Marco Merler
	Henry Proglio
	Renato Ravanelli
	Paolo Rossetti
	Andrea Viero
	Gerard Wolf

• See also rules for appointment and composition

Meetings of the Board of Directors

Meetings of the Board of Directors may be convened by the Chairman or the Chief Executive Officer by means of a written communication, which must be sent at least five days in advance, or at least two days in urgent cases. Meetings of the Board of Directors may be held via teleconferencing or videoconferencing, provided all participants can be identified and are able to follow the proceedings, participate in real time in the discussion of the items on the Agenda and receive, transmit and review documents. A meeting of the Board of Directors is validly convened when at least ten Directors are in attendance and approves resolutions by a favorable vote of at least ten Directors.

As a rule, Directors and Statutory Auditors must be provided with notices of meetings and documents explaining the items on the Agenda on a timely basis, except in urgent cases and in instances when there is a particular need for confidentiality. In such cases, however, there must be an exhaustive discussion of the items on the Agenda. In 2007, the Board of Directors met nine times, with each meeting lasting about two hours. The average attendance of Directors at Board meetings was 92.59%. The average attendance of Statutory Auditors at Board meetings was 85.19%. A breakdown is provided on the following table.

Directors	Meeting attendance 2008	Percentage
Directors in office
Giuliano Zuccoli	7/8	87,50
Umberto Quadrino	8/8	100
Marc Boudier	8/8	100
Daniel Camus	8/8	100
Mario Cocchi	6/6	100
Pierre Gadonneix	6/8	75
Gregorio Gitti	6/6	100
Gian Maria Gros-Pietro	8/8	100
Renato Ravanelli	8/8	100
Paolo Rossetti	6/6	100
Andrea Viero	2/2	100
Gerard Wolf	8/8	100
Director no longer in office
Giovanni De Censi	2/2	100
Mario Mauri	2/2	100
Klaus Stocker	2/2	100
Ivan Strozzi	6/6	100

A calendar of meetings of the Board of Directors to be held the following year to review annual and interim results is communicated annually to Borsa Italiana in December of each year and posted on this website. The Company has scheduled the Board meetings convened to approve the Annual Report and Semiannual Report at an earlier date than in 2006. Thus far, a total of five meetings have been scheduled for 20008, including one that was already held.