Our board of directors is responsible for the management of Enel. It has the power to take all actions consistent with the corporate purpose described in our by-laws, except for actions that by law or under our by-laws may only be taken by our shareholders at the general meeting. Our board is elected for a term of up to three years. Members are eligible for re-election. The board must consist of not less than three and not more than nine members. The board currently consists of seven members whose three-year terms are scheduled to expire in 2002.
The chairman and chief executive officer are our legal representatives. The chief executive officer generally has the power to represent Enel within the scope of the functions delegated to him. For specific actions or categories of actions, the power to represent us can be delegated by the holder of such power to one of our employees or to third parties.
The quorum for board meetings is a majority of the members in charge. Resolutions are adopted by a majority of votes of those present. A board meeting may be called by the chairman on his or her own initiative, must be called upon a request of the majority of the board’s members or upon request of the board of statutory auditors (or at least two of its members) and must be called upon a request for a meeting for specific purposes of two directors (or one director when the board is composed of three members).
The board has the power to delegate certain of its powers to one of its members, and determines the powers and the functions delegated to such person. Under applicable law and our by-laws, the board may not delegate certain of its responsibilities, such as the approval of the financial statements or
proposals of increases or reductions of our capital.
The names of the seven members of our board, their current position and the year when each was initially appointed as director are set forth in the following table. The term of appointment of the current board will expire on 2002.
Name Position
Year Initially Appointed
Enrico Testa ... Chairman 1996
Francesco Tatò ... Director and Chief Executive Officer 1996
Carlo Angelici... Director 1999
Vittorio Grilli ... Director 1996
Franco Morganti... Director 1999
Lorenzo Pellicioli... Director 1999
Claudio Poggi... Director 1999
In January 2000, our board of directors has established a compensation committee. This
committee is composed of three members with no delegated powers. Current members of this committee include Carlo Angelici, Lorenzo Pellicioli and Claudio Poggi. The compensation committee submits to the board of directors proposals of resolution concerning the compensation of the chief executive officer, the directors to which certain powers have been delegated, and senior executives.
In January 2000, our board of directors has also established an internal audit committee. This committee is composed of three members with no delegated powers: Vittorio Grilli, Franco Morganti and Enrico Testa. Such committee has the authority to evaluate the activity and the periodical reports of both the internal and external auditors.
The Treasury Ministry has confirmed that as long as it remains our majority shareholder, it intends to continue to participate in the nomination and election of our board in order to protect its investment as a shareholder. Under current law, as long as the Treasury Ministry remains our majority shareholder, the Court of Accounts, which was established to exercise a degree of supervision in respect of financial management of government-owned entities such as Enel, will exercise certain powers to protect the financial interests of the Italian government. The Court of Accounts has the right to inspect our financial statements, and regularly reports its findings to the President of each of the Senate and the Chamber of Deputies. In addition, during this period, a non-voting representative of the Court of Accounts may attend the meetings of our board of directors and our board of statutory auditors.
The table below sets forth our executive officers, their positions within Enel, the year they were appointed to such positions and their ages (as of June 1, 2000):
Name Age Management Position
Year Joined Enel Year Appointed to Current Position Corporate Managers:
Mario Barozzi... 37 Strategic Affairs 1997 1998 Alessandro Bufacchi... 53 E-Business Development 2000 2000
Antonio Cardani ... 50 Audit 2000 2000
Salvatore Cardillo ... 50 Legal Affairs 2000 2000
Giuseppe Carta... 64 Regulatory Relations 1961 1991 Fulvio Conti... 52 Chief Financial Officer 1999 1999 Mario Dal Co ... 50 Information and Communication 1997 1999
Angelo Delfino... 60 Personnel 1997 1999
Stefano Lucchini... 38 Press and External Communications
1997 1999
Massimo Romano ... 41 Institutional Relations 1997 1997 Claudio Sartorelli... 55 Corporate Affairs 1970 1995
Luciana Tarozzi... 56 Accounting 1965 1997
General Managers: Subsidiary
Lorenzo Bronzi... 56 Enel.FTL S.p.A. 1970 2000 Vincenzo Cannatelli... 47 Eurogen S.p.A., Elettrogen
S.p.A., Interpower S.p.A.
1999 1999
Antonino Craparotta ... 54 Enel Produzione S.p.A. 1999 1999
Gianluigi Di Francesco... 50 Enel.it S.p.A. 1999 1999
Rocco Failla ... 54 Enel.Hydro S.p.A. 1998 1999 Roberto Formigoni... 54 Enel Trade S.p.A. 1998 1999 Luigi Giuffrida ... 52 Enelpower S.p.A.,
Elettroambiente S.p.A.
1998 1999
Renato Iodice ... 58 Enel Distribuzione S.p.A. 1998 1999
Salvatore Machì ... 63 Cesi S.p.A. 1965 1999
Francesco Massa ... 56 Sei S.p.A. 1967 1997
Sergio Mobili ... 59 T.E.R.NA. S.p.A. 1967 1999
Roberto Muscogiuri... 50 Enel.re S.p.A. 1981 2000
Giuseppe Noviello ... 54 CONPHOEBUS S.p.A. 1970 1999
Giuseppe Nucci... 48 So.l.e. S.p.A. 1998 1998
Francesco Parvis... 54 Sfera S.c.p.a. 1999 1999
Paolo Pietrogrande... 43 E.R.G.A. S.p.A., CISE S.r.l. 1999 1999 Tommaso Pompei... 58 WIND Telecomunicazioni S.p.A. 1996 1997 Franco Seripa ... 65 Enel.si S.p.A. 1964 2000
Board of Statutory Auditors
Pursuant to the Italian Civil Code, in addition to electing the board, our shareholders also elect a board of statutory auditors.
Statutory auditors remain in office for a three-year term and may be re-elected for consecutive terms or substituted automatically by an alternate auditor if they resign or are unable to complete their term. Statutory auditors may be removed only for cause and with the approval of an Italian court.
The board of statutory auditors is responsible for reviewing our management and financial reporting and financial condition. In conducting this review the board of statutory auditors has a duty to the shareholders, to whom it reports, and to us. The role of the board of statutory auditors includes reviewing our management, and, in particular, ensuring compliance with applicable law and our by-laws. Furthermore, the statutory auditors must ensure that we maintain adequate organizational structure, internal controls and administrative and accounting systems.
Our current board of statutory auditors was appointed in 1998. The term of its members will expire in 2001. At that time, new members will be appointed by the shareholders. The names of the current members, their positions and the year during which each was initially appointed are set forth in the following table.
Name Position
Year Initially Appointed Bruno De Leo (1)... Chairman 1992 Gustavo Minervini... Auditor 1992 Oreste Piemontese ... Auditor 1995 Umberto Aprea... Alternate Auditor 1998 Francesco Bilotti... Alternate Auditor 1995 ___________________
(1) Employee of the Italian Ministry of Treasury.