corporate governance report

The Report is composed of these sections:

Structure of the Share Capital
Composition
Rights of the Classes of Shares
Powers to Carry out Capital Increases and Authorizations Purchase Treasury Shares
Restrictions to Transfers of Shares, Ownership Limitations and Acceptability Clauses

Shareholder Base
Shareholders with Significant Equity Interests
Special Controlling Rights
Mechanism for the Exercise of Voting Rights Within an Employee Stock Ownership Plan
Voting Right Restrictions
Agreements Deemed Significant Pursuant to Article 122 of Legislative Decree No. 58/1998
Change of Control Clauses
Controlling Entity and Management and Coordination Authority

Other information
Severance Indemnities for Directors
Provisions Applicable to the Activities of Shareholders’ Meetings
Provisions Applicable to the Composition and Activities of the Company’s Governance Bodies
Provisions Applicable to the Election and Replacement of Directors and Statutory Auditors
Provisions Applicable to Amendments to the Bylaws

Adoption of the Corporate Governance Codes

Governance Structure
Edison’s Governance Bodies

Board of Directors
Role and Responsibilities
Composition
Meetings and Rules of Operation
Self-assessment by the Board of Directors and Its Committees

Executive Directors

Independent Directors

Election of Directors

Compensation of Directors

Establishment and rules of the operation of the committees of the Board of Directors

Strategy Committee

Compensation Committee

Audit Committee

Committee of Independent Directors

System of Internal Controls
Structural Elements of the Control Environment
Tools to Ensure the Achievement of Operational Objectives
Tools to Ensure the Achievement of Compliance Objectives
Tools to Ensure the Achievement of Reporting Objectives
Tools to Monitor Internal Controls
Risk Management and Internal Control System Regarding the Financial Disclosure
Process and the Corporate Accounting Documents Officer
Overall Assessment of the Effectiveness of the System of Internal Controls

Interest of Directors and Transactions with Related Parties

Handling of Information Concerning the Company

Board of Statutory Auditors
Elections
Composition and Qualifications
Compensation
Rules of Operation

Relations with Shareholders and Investors

Shareholders’ Meeting
Notice of Shareholders’ Meeting
Rules of Operation and Attributions
Right to Attend Shareholders’ Meetings
Holding Shareholders’ Meetings
Additional Shareholder Rights and Methods of Exercise

Independent Statutory Auditors
Attributions
Fees

Overview of the Comparison Between Edison’s Governance System and the Code’s Recommendations

Board of Directors
Overview of the Structure of the Board of Directors and the Board Committees
Posts held by Directors at December 31, 2011
Curricula of the Directors in Office at December 31, 2011
Curricula of the Directors in Office since March 2, 2012

Board of Statutory Auditors
Overview of the Structure of the Board of Statutory Auditors
Posts held by Statutory Auditors at December 31, 2011
Curricula of the Statutory Auditors in Office at December 31, 2011

Bylaws