ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED PUBLIC LIMITED COMPANIES
ISSUER IDENTIFICATION DETAILS
Year end-date:
31/12/2022
TAX ID (CIF):
A-28023430
Company name:
ENDESA, S.A.
Registered office:
RIBERA DEL LOIRA, 60 MADRID
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ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED PUBLIC LIMITED COMPANIES
A. OWNERSHIP STRUCTURE
A.1. Complete the following table on share capital and the attributed voting rights, including those corresponding to shares with a loyalty vote as of the closing date of the year, where appropriate:
Indicate whether company bylaws contain the provision of double loyalty voting:
[ ] | Yes |
[ √ ] | No |
Date of Last Change
Share Capital (€)
Number of Shares
Number of Voting Rights
01/10/1999
1,270,502,540.40
1,058,752,117
1,058,752,117
Indicate whether there are different classes of shares with different associated rights:
[ ] | Yes |
[ √ ] | No |
A.2. List the company's significant direct and indirect shareholders at year end, including directors with a significant shareholding:
Name or company name | % of voting rights attributed to shares | % of voting rights through financial | % of total voting rights | |||
instruments | ||||||
of shareholder | ||||||
Direct | Indirect | Direct | Indirect | |||
ENEL, S.P.A. | 0.00 | 70.10 | 0.00 | 0.00 | 70.10 | |
Breakdown of the indirect holding:
Name or company name
of the indirect owner
Name or company name
of the direct owner
- of voting rights attributed to shares
- of voting rights through financial instruments
% of total voting rights
ENEL, S.P.A.
ENEL IBERIA SRL
70.10
0.00
70.10
Indicate the most significant changes in the shareholder structure during the year:
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ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED PUBLIC LIMITED COMPANIES
A.3. Give details of the participation at the close of the fiscal year of the members of the board of directors who are holders of voting rights attributed to shares of the company or through financial instruments, whatever the percentage, excluding the directors who have been identified in Section A2 above:
From the total % of voting | ||||||||
rights attributed to the | ||||||||
% voting rights attributed | % of voting rights through | shares, indicate, where | ||||||
Name or company name of | to shares (including loyalty | appropriate, the % of the | ||||||
financial instruments | % of total voting rights | |||||||
director | votes) | additional votes attributed | ||||||
corresponding to the | ||||||||
shares with a loyalty vote | ||||||||
Direct | Indirect | Direct | Indirect | Direct | Indirect | |||
JUAN SÁNCHEZ- CALERO | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
GUILARTE | ||||||||
FRANCESCO STARACE | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
JOSE DAMIAN BOGAS | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
GALVEZ | ||||||||
MARÍA EUGENIA | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
BIETO CAUBET | ||||||||
IGNACIO GARRALDA RUIZ | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
DE VELASCO | ||||||||
ALICIA KOPLOWITZ | 0.00 | 0.02 | 0.00 | 0.00 | 0.02 | 0.00 | 0.00 | |
ROMERO DE JOSEU | ||||||||
ALBERTO DE PAOLI | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |
Total percentage of voting rights held by the Board of Directors
Juan Sanchez-Calero Guilarte: 372
Francesco Starace: 10
José Bogas Gálvez: 2,374 direct shares and 6,000 indirect shares through a natural person related to the Director.
Ms. María Eugenia Bieto Caubet: 19 shares
Ignacio Garralda Ruíz de Velasco: 30,471 shares
Ms. Alicia Koplowitz y Romero de Juseu: 220,000 indirect shares through MORINVEST, SICAV, S.A.
Alberto de Paoli: 10 shares
0.02
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ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED PUBLIC LIMITED COMPANIES
Breakdown of the indirect holding:
From the total % of | |||||
voting rights | |||||
attributed to the | |||||
% voting rights | shares, indicate, | ||||
Name or company | % of voting rights | where appropriate, | |||
Name or company | attributed to shares | % of total voting | |||
name of the direct | through financial | the % of the | |||
name of director | (including loyalty | rights | |||
owner | instruments | additional votes | |||
votes) | |||||
attributed | |||||
corresponding to the | |||||
shares with a loyalty | |||||
vote | |||||
ALICIA KOPLOWITZ | MORINVEST SICAV, | 0.02 | 0.00 | 0.02 | 0.00 |
ROMERO DE JOSEU | S.A. | ||||
List the total percentage of voting rights represented on the board:
Total percentage of voting rights held by the Board of Directors
0.02
A.4. If applicable, indicate any family, commercial, contractual or corporate relationships that exist among significant shareholders to the extent that they are known to the company, unless they are insignificant or arise in the ordinary course of business, with the exception of those reported in section A.6:
Name or company name of related party | Nature of relationship | Brief description |
ENEL IBERIA SRL, ENDESA, S.A. | Corporate | Enel, S.p.A owns 100% of the shares of Enel |
Iberia, SRL. | ||
A.5. If applicable, please specify any commercial, contractual or corporate relationships that exist between significant shareholders and the company and/or its group, unless they are insignificant or arise in the ordinary course of business:
Name of Related Party | Nature of relationship | Brief description |
ENDESA X SERVICIOS, S.L.U. (95%) AND ENEL SOLE, | ||
ENDESA X SERVICIOS, S.L.U. | Corporate | S.R.L. (5%) (Enel Group subsidiary) are participating in |
the Abarán UTE. | ||
ENDESA X SERVICIOS, S.L.U. (49%) AND ENEL X WAY, | ||
ENDESA X SERVICIOS, S.L.U. | Corporate | S.R.L. (51%) (Enel Group subsidiary) are participating in |
ENDESA X WAY, S.L. | ||
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ANNUAL CORPORATE GOVERNANCE REPORT
FOR LISTED PUBLIC LIMITED COMPANIES
A.6. Unless insignificant for both parties, describe the relationships that exist between significant shareholders, shareholders represented on the Board and directors or their representatives in the case of directors that are legal persons.
Explain, if applicable, how the significant shareholders are represented. Specifically, indicate those directors appointed to represent significant shareholders, those whose appointment was proposed by significant shareholders, or who are linked to significant shareholders and/or companies in their group, specifying the nature of such relationships or ties. In particular, mention the existence, identity and post of any directors of the listed company, or their representatives, who are in turn members or representatives of members of the Board of Directors of companies that hold significant shareholdings in the listed company or in group companies of these significant shareholders.
Name or company name of | Name or company name of | Company name of the group | |||
company of the significant | Description of relationship/post | ||||
related director or representative | related significant shareholder | ||||
shareholder | |||||
Mr Bogas, Chief Executive Officer | |||||
of Endesa, S.A. was appointed to | |||||
his current position with Enel | |||||
Company being the controlling | |||||
shareholder; he is also IBERIA | |||||
JOSE DAMIAN BOGAS | COUNTRY MANAGER AT ENEL | ||||
ENEL, S.P.A. | ENEL IBERIA SRL | GROUP, director of ENEL IBERIA, | |||
GALVEZ | |||||
S.R.L., Chairman and director of | |||||
ENDESA GENERACIÓN, S.A., sole | |||||
director of ENDESA RED, S.A., | |||||
Chairman of ENEL GREEN POWER | |||||
ESPAÑA, S.L. and joint director of | |||||
ENDESA GENERACIÓN II. | |||||
Mr Starace is one of the four | |||||
shareholder-appointed directors | |||||
representing Enel; Vice-Chairman | |||||
FRANCESCO STARACE | ENEL, S.P.A. | ENEL, S.P.A. | of Endesa S.A.; he is also Chief | ||
Executive Officer and General | |||||
Manager of ENEL, S.p.A. | |||||
Chairman of the Board of | |||||
Directors of ENEL IBERIA, S.R.L. | |||||
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Endesa SA published this content on 24 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 March 2023 13:34:10 UTC.