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Compensation

The compensation paid to directors, members of the Board of Auditors, the General Manager and managers with strategic responsibilities of Enel SpA is summarized in the following table.

The table has been prepared with regard to the period for which the position was held on an accruals basis. The information regarding managers with strategic responsibilities is provided in aggregate form, pursuant to the provisions of Article 78 and annex 3C of CONSOB Resolution no. 11971/1999 (the “Issuers Regulation”).

The directors of Enel SpA have waived all forms of compensation for positions held in subsidiaries.

A description of the overall compensation of the members of the Board of Directors, the members of the Board committees, the Chairman and the Chief Executive Officer/General Manager is provided in the second section of the corporate governance report (under “Board of Directors – Pay”).

Compensation of directors, members of the Board of Auditors, the General Manager and managers with strategic responsibilities

Last name Name Position Period for which position was held End of term Remuneration (euro)   Non-monetary benefits (euro)   Bonuses and other incentives (euro)   Other compensation (euro)   Total
Directors                         (euro)
Gnudi Piero Chairman 1/2009-12/2009 Approv. fin. stat. 2010 700,000.00   14,193.48 (1) 333,245.90 (2)(*)     1,047,439.38
Conti Fulvio CEO and GM 1/2009-12/2009 Approv. fin. stat. 2010 600,000.00       609,180.33 (3)(*) 1,411,614.18 (4)(*) 2,620,794.51
Ballio Giulio Director 1/2009-12/2009 Approv. fin. stat. 2010 117,000.00               117,000.00
Codogno Lorenzo Director 1/2009-12/2009 Approv. fin. stat. 2010 117,500.00 (5)             117,500.00
Costi Renzo Director 1/2009-12/2009 Approv. fin. stat. 2010 118,250.00               118,250.00
Fantozzi Augusto Director 1/2009-12/2009 Approv. fin. stat. 2010 122,250.00               122,250.00
Luciano Alessandro Director 1/2009-12/2009 Approv. fin. stat. 2010 118,250.00               118,250.00
Napolitano Fernando Director 1/2009-12/2009 Approv. fin. stat. 2010 117,250.00               117,250.00
Tosi Gianfranco Director 1/2009-12/2009 Approv. fin. stat. 2010 123,250.00               123,250.00
      Total compensation of directors 2,133,750.00   14,193.48   942,426.23   1,411,614.18   4,501,983.89
Board of Auditors                       
Fontana Franco Chair. Board of Auditors 1/2009-12/2009 Approv. fin. stat. 2009 75,000.00               75,000.00
Conte Carlo Standing Auditor 1/2009-12/2009 Approv. fin. stat. 2009 65,000.00 (6)             65,000.00
Mariconda Gennaro Standing Auditor 1/2009-12/2009 Approv. fin. stat. 2009 65,000.00               65,000.00
      Total compensation of Board of Auditors 205,000.00   0.00   0.00   0.00   205,000.00
    Managers with strategic responsibilities (7) 1/2009-12/2009              

 

14,411,744.33

  14,411,744.33
      TOTAL   2,338,750.00   14,193.48   942,426.23   15,823,358.51   19,118,728.22

Notes:
(1) Insurance policy.
(2) Variable portion of compensation for 2008 approved and disbursed in 2009. In 2010 the Board of Directors will determine the variable portion of compensation due to the Chairman for 2009 (in an amount of no more than €560,000.00), once the achievement of the Group targets set for that year has been verified.
(3) The variable portion of compensation for 2008, approved and disbursed in 2009. In 2010, the Board of Directors will determine the variable portion of compensation due to the Chief Executive Officer for 2009 (in an amount of no more than €900,000.00), once the achievement of the Group targets set for that year has been verified.
(4) The amount breaks as follows: i) a fixed portion of compensation of €700,903.80 for the position of General Manager for 2009; ii) a variable portion of compensation of €710,710.38 for 2008, approved and disbursed in 2009. In 2010, the Board of Directors will determine the variable portion of compensation due to the General Manager for 2009 (in an amount of no more than €1,050,000.00), once the achievement of the Group targets set for that year has been verified.
(5) Compensation paid to the Ministry for the Economy and Finance in the amount of €115,000.00 pursuant to the Directive of the Presidency of the Council of Ministers – Department of Public Administration of March 1, 2000.
(6) Compensation entirely paid to the Ministry for the Economy and Finance pursuant to the Directive of the Presidency of the Council of Ministers – Department of Public Administration of March 1, 2000.
(7) In 2009, managers with strategic responsibilities included heads of Enel SpA Departments and Division heads, for a total of 17 management positions.
(*)As regards the variable component of the compensation of senior management (in particular the Chairman and the CEO/General Manager, who are assigned the same objectives), the Group targets for 2009 (each of which has a specific weighting) include achievement of the consolidated EBITDA set in the budget, reducing consolidated financial debt, the satisfaction of customers who signed up plans offered by the subsidiary Enel Energia SpA, the margin of the generation area, workplace safety and the Group internalization process (with special reference to the integration of management processes between Enel and Endesa).