CORPORATE GOVERNANCE IN EDIPOWER SPA

Although Edipower is not a stock-listed company, its Corporate Governance system is amply inspired on the principles of transparency and management included in the “Self-regulatory code of stock-listed companies” edited by the Committee for the Corporate Governance of the stock-listed companies (so-called Preda Code), and by best practices that can be found within national and international field.

In particular, the Corporate Governance system is based on the following organs:

• Board of Directors
• Board of Statutory Auditors
• External Auditing Firm
• Compensation Committee
• Internal Control Committee
• Person Responsible for Internal Control
• Compliance Officer
• Supervisory Body (pursuant to Legislative Decree 231/01)
  

Organizational Model pursuant to Legislative Decree 231/2001
(In Italian - English version under construction)

Legislative Decree no. 231 of 8 June 2001 introduced in the national juridical system the principle of the administrative responsibility of the companies for illicit activities deriving from crimes committed by persons who operate on the company’s behalf and, in each case, in its interests.

This responsibility, qualified by the legislator as “administrative” but substantially of criminal nature, arises, among other things, due to a series of crimes against the Public Administration, primarily corruption and fraud against the State, and company crimes, among which false company communications and fraud in financial statements merit particular attention.

If the responsibility of persons who operate on the behalf and to the advantage of the Company is proven, the Company may incur sanctions, even precautionary, not only of pecuniary nature but also of interdictive nature, including the “primary” sanction of the interdiction from the operation of the activity.

The decree therefore provides a specific form of exemption from this responsibility, if the Company demonstrates to have adopted in preventive manner and to have effectively carried out all the suitable and necessary organizational measures, to prevent the perpetration of the above-mentioned crimes by top managers and by persons under their leadership and surveillance in the interests and to the advantage of the Company.

Edipower – aware of the need to guarantee conditions of correctness and transparency in the management of its activities, to protect the expectations of its shareholders and creditors and the work of its employees – has considered it in line with its policies to proceed with the implementation of the Organization, Management and Control Model provided by Legislative Decree 231/2001 and of the Ethic Code which forms integral part of it.

The original version of the Model was unanimously approved by the Board of Directors on 15 July 2004, while the current version was approved on 28 July 2009. In conformance with everything provided in the Model, the Board of Directors meeting on 28 September 2004 saw also the appointment of the Supervisory Body with the task of supervising the operation and the compliance with this Model, as well as proposing its update.