Incentive system

Enel’s remuneration policy for 2020, which was adopted by the Board of Directors acting on a proposal of the Nomination and Compensation Committee and approved by the Shareholders’ Meeting of May 14, 2020, was formulated on the basis of national and international best practice, the guidance provided by the favorable vote of the Shareholders’ Meeting of May 16, 2020 on the remuneration policy for 2019 as well as the results of a benchmarking exercise on the remuneration of the Chairman of the Board of Directors, the Chief Executive Officer/General Manager and the non-executive directors of Enel for the 2017-2019 term conducted by the independent consultant Willis Towers Watson.
In line with the recommendations of the Corporate Governance Code for listed companies (2018 edition), Enel’s remuneration policy for 2020 is designed to attract, motivate and retain personnel possessing the professional skills most suitable to successfully managing the Company, incentivizing achievement of our strategic objectives and ensuring sustainable growth. It is also structured so as to align the interests of management with the priority objective of creating sustainable value for shareholders in the medium/long term and promoting the Enel mission and our corporate values.
The 2020 remuneration policy adopted for the Chief Executive Officer/General Manager and key management personnel envisages:

  • a fixed component;
  • a short-term variable component (MBO) that will be paid out on the basis of achievement of specific performance objectives. More specifically:
    • for the Chief Executive Officer/General Manager, the 2020 MBO establishes the following annual objectives:
      • consolidated ordinary profit;
      • Group operating expenditure;
      • funds from operations/consolidated net financial debt;
      • managing COVID-19 emergency: implementing remote operations;
      • workplace safety;
      • for key management personnel, the associated MBOs establish objective annual goals connected with their business area, differentiated by the functions and responsibilities assigned to them;
  • a long-term variable component linked to participation in specific long-term incentive plans (LTI Plans). The adoption of long-term incentive plans for the management personnel of Enel SpA and/or its subsidiaries pursuant to Article 2359 of the Civil Code has been approved annually by the Shareholders Meeting of Enel SpA since 2019. Each of the incentive plans approved envisages, subject to the achievement of specific performance targets, the grant of ordinary shares of the Company (“Shares”) to the respective beneficiaries, as discussed in note 49 of the consolidated financial statements, which readers are invited to consult for more information on incentive plans and the share buyback programs in support of those plans. For 2020, this component is linked to participation in the 2020 LTI Plan.

For more information on the 2020 Remuneration Policy, please see Enel’s Report on Remuneration Policy for 2020 and Compensation Paid in 2019, which is available on the corporate website (www.enel.com).
For more information on the LTI Plans, please see the information document prepared pursuant to Article 84-bis of the CONSOB Regulation issued with Resolution no. 11971 of May 14, 1999 (the “Issuers Regulation”), which is available to the public in the section of Enel’s website (www.enel.com) dedicated, respectively, to the Shareholders’ Meeting of May 14, 2020 (2020 LTI Plan) and that of May 16, 2019 (2019 LTI Plan).