Enel’s 2019 remuneration policy, adopted by the Board of Directors on the proposal of the Nomination and Compensation Committee, has been defined taking into account the best national and international practices, the indications emerging from the favorable vote of the Shareholders’ Meeting of May 24, 2018 on the 2018 remuneration policy. It also takes into account the results of the engagement on corporate governance issues carried out by the Company between December 2018 and February 2019 with the main proxy advisors and institutional investors present in Enel’s share capital. In line with the recommendations contained in the Corporate Governance Code, Enel’s remuneration policy for 2019 is aimed at attracting, motivating and retaining the resources with the most suitable professional qualities to successfully manage the Company, at encouraging the achievement of the Company’s strategic targets and sustainable growth, as well as aligning the interests of management with the priority target of creating sustainable value for shareholders in the medium to long term and at promoting the Company’s mission and values.
The remuneration policy adopted for the 2019 financial year provides for the Chief Executive Officer and General Manager and for key management personnel (referred to as DRS – Dirigenti con Responsabilità Strategiche):
1. a fixed component;
2. a short-term variable component (MBO) to be recognized on the basis of the achievement of specific performance targets. Specifically:
the following short-term targets are envisaged for the Chief Executive Officer:
a. ordinary consolidated net income;
b. Funds from operations/Consolidated fnet financial debt;
c. Group Opex;
d. occupational health and safety;
- per i DRS sono individuati obiettivi annuali specifici e oggettivi, legati al business di riferimento e differenziati a seconda delle funzioni e responsabilità attribuite;
- for DRS, specific and objective annual targets are identified, linked to the reference business and differentiated according to the functions and responsibilities assigned;
3. a long-term variable remuneration linked to the participation in specific multiannual incentive plans. In particular, for 2019, the long-term variable remuneration is linked to participation in the 2019 Long-Term Incentive Plan (“2019 LTI Plan”), which provides for the following three-year performance targets:
a. Average Total Shareholder Return (TSR) of Enel compared to the average TSR of the EUROSTOXX Utilities - EMU index2 in the three-year period 2019-2021;
b. ROACE (Return on Average Capital Employed);
c. CO2 emissions of the Enel Group.
The 2019 LTI Plan also provides that any premium accrued is represented by a share component, to which can be added - depending on the level of achievement of the various targets - a monetary component. In particular, it is envisaged that 100% of the basic premium of the Chief Executive Officer and General Manager and 50% of the basic premium of the DRS will be paid in Enel shares, previously acquired by the Company. The disbursement of a significant portion of the long-term variable remuneration (equal to 70% of the total) is deferred to the second consecutive fiscal year of the three-year period referenced in the 2019 LTI Plan (i.e. deferred payment).
The 2019 LTI Plan sets a target for CO2 emissions (grams per kWh equivalent produced by the Group in 2021) introduced in 2019 and, as part of the shortterm variable remuneration plan, a target linked to safety in the workplace, with the aim of promoting the application of a sustainable business model.
A detailed description of the policy for 2019 and of the remuneration paid in 2018 is provided in the 2019 Remuneration Report available on the Company’s website (www.enel.com).