Election and composition

Election

Under the By-laws that went the Board of Statutory Auditors consists of three standing statutory auditors and three alternates, and there are no list voting appointment mechanisms.

Elected Statutory Auditors serve for a term of three years and may be re-elected.

According to the By-laws, the composition of the Board of Statutory Auditors must also comply with the requirements of the applicable gender balance provisions.

The statutory auditors must also meet the requirements of independence, professionalism and integrity required by the applicable legislation and the additional requirements of professionalism indicated in the By-laws, as required by the Decree of the Ministry of Justice dated March 30, 2000.

In any event, persons who already serve on the maximum allowed number of posts of administration and control bodies, determined in accordance with Consob Issuers’ Regulations, cannot be elected. In this regard, the Edison By-laws do not impose any other restrictions on Statutory Auditors, as those set forth in the legislation currently in effect that may be held should ensure that they devote the time necessary to the performance of their duties. Aside from those restrictions, the assessment concerning whether a Statutory Auditor is performing his/her function effectively should rest with the shareholders upon the Statutory Auditor’s election and with the Statutory Auditor upon acceptance of the assignment.

The provisions of the By-laws establish that nominations, complete with the documents required pursuant to laws and regulations, be filed at the Company’s head office by the deadline and in the manner stated in the meeting notice or, absent such information, they may be filed directly at the Shareholders’ Meeting.

The nomination of each Director must be accompanied by: 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; 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 the By-laws and that they accept the nomination.

With regard to the diversity policy applied to the composition of the Board of Statutory Auditors, the Board of Directors has not adopted a specific policy since it believes that the issue has already been covered and the rationale of the provision on diversity of composition is substantially respected, primarily as a result of the provisions of current laws on gender balance and the requirements, including professional, imposed by law and Edison’s By-laws. Failure to comply with such provisions entails inter alia the Statutory Auditor’s removal from office.

Moreover, with regard to gender balance, considering the impossibility of applying, as it currently stands, the legislative provision on gender balance introduced by the 2020 Budget Law in the case of Boards of Statutory Auditors comprised of three Statutory Auditors and three Alternates, as required by Edison’s By-laws, during the appointment of the Board of Statutory Auditors in office, the Board of Directors considered it appropriate to suggest that this legal rule be interpreted based on the numerical criterion provided by the Code for the least represented gender (at least one-third of the Statutory Auditors and Alternate Auditors). This interpretation was then confirmed by Consob by means of communication 1/20 of January 30, 2020.

The Board also expressed the hope that the Board of Statutory Auditors will have people with different and complementary professional backgrounds within it, so as to allow for the effective performance of the functions that the Board of Statutory Auditors is called upon to perform, and that all Statutory Auditors will meet the independence requirements provided for by law, as well as those provided for by the Code for Directors, with the necessary adjustments.

The controlling shareholder TdE took the instructions into account.

Nominations for the election of the current members of the Board of Statutory Auditors were published as soon as they were received from TdE, the controlling shareholder, on April 17, 2020, which also made a proposal regarding compensation. At that time, TdE held 99.477% of the voting share capital. The proposals and the relative documentation were simultaneously made available on the Company website.

With regard to the issues mentioned above, all of the Statutory Auditors elected by the Shareholders’ Meeting on April 28, 2020 were nominated by TdE, the controlling shareholder.

The term of office of this Board of Statutory Auditors will end with the Shareholders’ Meeting convened to approve the 2022 financial statements.

 

Composition, independence and professionalism of the Board of Statutory Auditors

The current members of the Board of Statutory Auditors are: Serenella Rossi (Chairwoman), Lorenzo Pozza and Gabriele Villa. The following are Alternate Auditors: Silvano Corbella, Luigi Migliavacca and Patrizia Albano.

The composition of the Board of Statutory Auditors in office is compliant with the provisions on gender diversity introduced by the 2020 Budget Law as interpreted by Consob. As regards this aspect, please refer to the previous section “Election of the Board of Statutory Auditors”.

All elected Statutory Auditors are listed in the Register of Independent Auditors, except for the Chairwoman, and meet the requirements, including of integrity and professionalism, of current laws and the By-laws, as well as the Code’s independence requirements.

With regard to the independence requirement, after appointment of the control body, the Board of Directors, acknowledging at the meeting of April 28, 2020, the statements made by the Statutory Auditors and the checks conducted by them with respect to independence, disclosed the results to the market. Thereafter, the audit was carried out annually by the Board of Statutory Auditors, since the Board of Directors decided to entrust it to the control body, as permitted by the Code. The Board reported its findings to the Board of Directors at its meetings on February 17, 2021 and February 16, 2022. The last two checks were based on the new criteria set forth in the Code and were carried out in accordance with the procedure adopted by the Board of Directors to assess the independence of its own Directors and transposed in the Guidelines of Operation, which the Board of Statutory Auditors applied.

All curricula and documentation relating to the Statutory Auditors in office are published on The Company’s website.

In the section “Past held by Statutory Auditors” are indicated the position held by Statutory in office as at 31 December 2021 in other companies.