In view of the current structure of the Company’s shareholder base and considering the corporate governance rules adopted as a result, there appears to be no need for a Nominating Committee.
In order to allow minority shareholders to elect a Director, the amendments to the Bylaws approved in June 2007 introduced the requirement that Directors be elected on the basis of slates of candidates. Only shareholders who, alone or in combination with other shareholders, represent in the aggregate a percentage of the common share capital equal at least to 1%, based on the Company’s stock market capitalization, are entitled to file a slate of candidates, provided, when the slate is being filed by minority shareholders, that the filers are not linked directly or indirectly with the controlling shareholder, its direct or indirect shareholders or other companies in the various groups to which each company belongs.
In addition, the Bylaws, in the latest version, as amended by the Board of Directors, effective November 1, 2010, to comply with the imperative provisions of Legislative Decree No. 27 of January 27, 2010 implementing the E.U. directive that governs shareholders’ rights (hereinafter Legislative Decree N. 27/2010), require that nominations be filed at the Company’s registered office at least 25 days before a Shareholders’ Meeting. The nominations must be accompanied by the following documents: information disclosing the identity of the parties filing slates of candidates; if applicable, an affidavit stating that the filers are not linked to the controlling shareholder, its shareholders and group companies belonging to said shareholders; professional curricula of each candidate, listing any management and control posts held at any other companies and indicating whether a candidate qualifies as an independent Director pursuant to the applicable laws; affidavits by which the candidates attest that there are no issues that would make them incompatible or unelectable or would cause them to be removed from office, that they meet the requirements for election as Directors pursuant to current law and the Bylaws and that they accept the nomination. Pursuant to current regulations, the final deadline for submitting a certification, issued by an intermediary, attesting the participation totally owned by the shareholders filing the slate, is currently 21 days before the date when the Shareholders’ Meeting is convened on the first calling. In any case, pursuant to the Bylaws, individuals who do not meet the requirements of the applicable law and the Bylaws or would be unelectable or would be subject to removal from office pursuant to the relevant laws and regulations may not be elected.
At the Shareholders’ Meeting of April 2, 2008, which, among other items on its Agenda, was convened to elect a new Board of Directors, the nominations of the candidates and the curricula vitae of the candidates were filed at the Company’s registered office by TdE, the Company’s controlling shareholder, which at that time owned 61.28% of the voting shares, and by Fincamuna Spa (Carlo Tassara Group), a shareholder who, at the time it filed its slate, owned 9.946% of the voting shares, 15 days before the date of the Shareholders’ Meeting, which was the deadline under the previous regulations, together with the documents required pursuant to the Bylaws. No other shareholders filed slates of candidates. At the same time, the curriculum vitae of each Director and the abovementioned documents were posted on the Company website (www.edison.it - “Investor Relations - Documents and Prospectuses - 2008 Archive). Moreover, the main documents required for filing slates of candidates pursuant to the Bylaws and the applicable regulations were combined in a document that was made available to the public by posting it on the Company website (www.edison.it - “Investor Relations - Documents and Prospectuses – 2008 Archive”) 15 days before the date of the Shareholders’ Meeting.
At the Shareholders’ Meeting of March 23, 2010, which filled vacancies on the Board of Directors caused by the resignation of two Directors, the candidates were nominated by TdE, the Company’s majority shareholder, and Edison published the nominations 15 days before the date of the Shareholders’ Meeting, including them in a document that contained the Board of Directors’ explanatory report to the Shareholders’ Meeting. This document was made available to the public by posting it on the Company website (www.edison.it - “Investor Relations - Documents and Prospectuses - 2010 Archive”).
More detailed information about the procedures for filling vacancies on the Board of Directors is provided in Article 14 of the Bylaws, a copy of which has been annexed to this Report on Corporate Governance.