Election and composition

Directors are elected for a maximum term of three years and may be reelected. The Bylaws do not contain any mechanisms for staggered expirations of the term of office of individual Directors. Directors must meet the requirements established by law and the regulations in this field.

The composition of the Board of Directors must be consistent with the criteria provided in the applicable provisions concerning gender parity and the required minimum number of independent Directors. The Bylaws contain no mention of any additional qualifications beyond those set forth in the relevant laws and regulations and do not specify professional or independence requirements taken from the Code.

That nominations, equipped with the documents required pursuant to laws and regulations, must be filed at the Company’s head office within the deadline and in the manner stated in the Notice of the Meeting or, absent such information, may be filed directly at the Shareholders’ Meeting. The nominations must be accompanied by the following documents: information disclosing the identity of the parties filing the nominations; 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 laws and regulations and that they accept the nomination.

The nominations for election to the Board of Directors currently in office were published as soon as they were received from TdE, the controlling shareholder, on April 02, 2018. At that time, TdE held 99.484% of the voting share capital. The required documents were received by the Company at the Shareholders’ Meeting and posted on the Company website (http://www.edison.it/en/shareholders-meeting-documents).

The Board of Directors, in view of the findings of the self-assessment process carried out in 2015 and in compliance with the provisions of the Corporate Governance Code, in its explanatory report to the Shareholders’ Meeting convened on March 22, 2016, provided some recommendation. Specifically, it suggested that in determining the composition of the Board of Director that would be elected, consistent with past practice, “the different sectors of activity of which the Company is comprised and the main professional and management competencies needed for a sound management of the Company” be taken into account, and recommended that the members serving of the various Committees of the Board of Directors include “persons that possess the specific professional competencies required by the Code, such as adequate experience in accounting and finance and/or risk management and/or compensation policy areas.”

The Board of Directors, with the same modalities, also recommended the appointment of an adequate number of Directors possessing the independence requirements necessary pursuant to law and the Code, i.e., at least three.

The controlling shareholder accepted these recommendations.

Lastly, in order to enable the Directors to devote the necessary time to the performance of their tasks and adequate availability to discharge their duties effectively, while remaining convinced that the determination of these issues is first of all the responsibility of the individual Directors upon accepting their appointments, and taking into account, if applicable, service on any of the Board Committees, the Board of Directors recommended that no Director should hold more than five posts as Director or Statutory Auditor at companies listed on regulated exchanges (including abroad) and financial, banking and insurance companies or companies of significant size that are not part of the group to which Edison belongs.

All directors in office meet the recommendation, as can be seen in the table attached to this Report that lists the posts of Director or Statutory Auditor that Company Directors in office at December 31, 2018 held at publicly traded companies, at financial, banking and insurance companies and at companies of significant size, pointing out those held inside the EDF group.

The Board of Directors, whose term of office ends with the approval of the financial statements for the year 2018, also provided indications in the Directors’ Report to the Shareholders’ Meeting, which should be referred to for the details, on the composition of the new Board of Directors, with regard to the results of the self-assessment as well as the diversity criteria suggested in the Code.

The Board of Directors refrained from expressing an opinion on the maximum number of posts that may be held, compatibly with the effective performance of the duties of an Edison Director, since it believes that such a determination is primarily a consideration that the shareholders should make when electing Directors and, secondarily, a decision incumbent on each Director when accepting an appointment.

Subsequent to the changes that occurred in the Code, the Board of Directors reaffirmed the choice it made in previous reporting years that the establishment of a Nominating Committee was not appropriate in view of the jurisdictional authority attributed to this Committee by the Code and the current highly concentrated stock ownership structure.

The Board of Directors also agreed not to adopt a succession plan for the executive Directors, since it does not believe that the selection of individuals asked to perform this role or the adoption of the corresponding selection criteria can be made ahead of the time when the need for a replacement may arise. This is because the choice of a new executive Director requires ad hoc assessments.

The decision not to adopt a succession plan was formalized by the Board of Directors in 2012, and was later confirmed. On the other hand, for executives with strategic responsibilities and, more generally, for the management, the Company has adopted a specific succession process for some time now

The Board of Directors is currently composed of nine members: Jean-Bernard Lévy (Chairman), Marc Benayoun (CEO), Beatrice Bigois, Paolo Di Benedetto (independent director), Fabio Gallia (independent director), Xavier Girre, Sylvie Jehanno, Nathalie Tocci (independent director), Nicole Verdier-Naves.

The directors were appointed by the Shareholders' Meeting on April 02, 2019. The Directors will expire with the Shareholders' Meeting called to approve the financial statements at 31 December 2021.