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, 2019. 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).

In this regard, as in previous Board of Directors’ renewals, also with regard to the appointment of the new Board of Directors in 2019, the outgoing Board of Directors provided certain indications. This is in the wake of the results of the self-assessment and in accordance with the recommendations of the Code. In fact, in its explanatory report to the Shareholders’ Meeting of April 2, 2019, it suggested that, in determining the composition of the Board of Directors to be elected, account should be taken of the fact that the Board of Directors should be represented, as was the case for previous mandates, by the different business sectors that make up the Company, and the main professional and managerial skills necessary for the good management of the company, also ensuring the presence of directors with international experience. The Board also recommended that it continue to ensure that the various Committees set up within the Board of Directors contain individuals characterised by the specific professional skills required by the Code, such as adequate experience in accounting and financial matters, and/or risk management and/or remuneration policies.

The Board of Directors, with the same methods, 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.

On the subject of gender balance, the Board of Directors, even though the provisions of the law on the subject were no longer applicable as this was the fourth renewal of the mandate following their introduction, decided to suggest that shareholders comply with the provisions of the Code regarding the weight to be given to the less representative gender, recommending, in the report mentioned above, that at least one third of the directors belong to the less represented gender.

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, participation in any of the Board Committees, the Board of Directors confirmed the recommendation, already issued in the past, that no Director should hold more than five posts as Director or Statutory Auditor at companies listed on regulated markets (including abroad),in financial, banking and insurance companies or companies of significant size that are not part of the group to which Edison belongs.

All Directors are complying with this recommendation.

With regard to succession plans, the Board of Directors 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 by the Company 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 considerations. The decision not to adopt a succession plan, formalised by the Board of Directors in 2012, was confirmed over time. This evaluation takes account, in particular, of the composition of the existing shareholding structure and the relevant size of the network of managerial personnel that make up the international group of the majority shareholder. On the other hand, for executives with strategic responsibilities and, more generally, for the management, the Company has employed a specific succession process for some time now.

The Board of Directors is currently composed of nine members: Marc Benayoun (Chairman), Nicola Monti (CEO), Beatrice Bigois, Paolo Di Benedetto (independent director), Fabio Gallia (independent director), Angela Gamba (independent director), Xavier Girre, Jean-Bernard Lévy and Florence Schreiber.

Eight members were appointed by the Shareholders' Meeting on 02 April 2019, and will expire with the Shareholders' Meeting called to approve the financial statements at 31 December 2021, with the exception of the director Nicola Monti, previously co-opted by the Board of Directors on 19 July 2019 to replace Sylvie Jéhanno, and of Angela Gamba and Florence Schreiber, all appointed by the Meeting on April 28, 2020.

In accordance with the recommendation of the Code (also reiterated in the 2020 Code), since 2016 the Board of Directors has expressed an indication of the maximum number of posts compatible with the effective performance of the office. In this regard, the maximum number of posts of Director or Statutory Auditor that may be held at other companies listed on regulated markets (including abroad) and financial, banking and insurance companies or companies of significant size that are not part of the group to which Edison belongs, was set at five. The guideline was partially revised during the meeting of the Board of Directors on December 7, 2020, with the following clarifications: (i) in relation to a total number of 5, the posts in listed companies should not exceed 3; (ii) companies whose shareholders’ equity exceeds 3 billion euros or whose consolidated turnover is greater than 5 billion euros are considered of significant size, (iii) also financial, banking and insurance companies, regardless of the size, have been retained in the group of companies to be included in the limit of 5, due to the relevance of the business sector in itself.

Beyond this consideration, the Board of Directors continues to believe 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.

All the directors who have followed one another during 2020 have complied with the recommendation. The table annexed to this Report lists the posts held as Director or Statutory Auditor by Directors in office at December 31, 2020, showing those held by EDF Group companies.