CORPORATE GOVERNANCE

Upon the listing of its shares, which occurred (December 2002), 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, consistent with the recommendations of the above mentioned 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 December 2011 edition of the Code.

The governance structure of Edison - a company duly incorporated under the Italian laws and with savings shares admitted to trading on the Italian electronic stock exchange (Mercato Telematico Azionario) and bonds admitted to trading on the Luxembourg Stock Exchange - is based on the traditional model and consists of the following bodies: the Shareholders' Meeting, the Board of Directors (which operates through the executive directors and representative directors and is assisted by the committees established under the Board itself), the Board of Statutory Auditors, the external Auditing Company, and the Supervisory Body pursuant to Legislative Decree 231. In addition to these bodies, there are the special Meetings of the holders of savings shares and of bondholders. 

The Governance is integrated and performed through the management structure of the Company whose core elements are: 

• the Executive Board headed by the Chief Executive Officer and composed of the Directors of the departments  representing the main business areas; 
• the Managerial Committees supporting the Board in managing specific and relevant decision-making processes and/or special topics; 
• the operational organization structured into business units and Departments which are dedicated respectively to manage relevant and consistent business areas or supporting activities and services to the business areas  (to this regard, reference is made to the graphical representation in the Annual Report); 
• the Code of Conduct, the specific models, protocols and management systems with regard to Legislative Decrees 231/2001 and, 262/2005, the protection of privacy and work and environmental safety, the internal operational procedures and the system for allocating powers and internal and external proxies; 
• the Internal Audit Department which reports directly to the Chairman of the Company and also plays a support and liaison role with the activities of the Supervisory Body. 

Finally, since years the Company has been directed its actions towards the generation of economic growth while mitigating the effects of its activities on the environment and on the social context, and annually draws, together with the Financial Statements, a Sustainability Report.