Enel restarts with the Cattaneo-Scaroni ticketThe ordinary and extraordinary shareholders' meeting, held yesterday in Rome under the chairmanship of Paolo Scaroni, has the board of directors has been renewed for three-year period 2026-2028 and confirmed the governance structure indicated by the Ministry of Economy and Finance. Scaroni was confirmed as president, while Flavio Cattaneo was confirmed as CEO by the new board of directors.
The assembly passage has delivered to the list of the Ministry of Economy and Finance, a shareholder with 23,6% of the capital, a solid consensus. The list has 53,3% of the votes were collected of the shares represented at the meeting, thanks in part to the support of several institutional funds. At the meeting's opening, approximately 67,82% of the share capital was represented, with those entitled to vote participating exclusively through the company's designated representative.
The new council looks to 2028
Il new board will remain in office until the meeting called to approve the 2028 financial statements. Alongside Scaroni and Cattaneo they sit on the council Johanna Arbib, Mario Corsi, Tiziana De Luca, Dario Frigerio, Alessandro Monteduro, Federica Seganti and Alessandra Stabilini.
From the majority list they arrived Scaroni, Arbib, Cattaneo, De Luca, Monteduro, and Seganti, while Corsi, Frigerio, and Stabilini were drawn from the list presented by Assogestioni. Almost all the councilors are independent according to the Consolidated Law on Finance and the Italian Corporate Governance Code, with the exception of Cattaneo. The meeting also confirmed in 80 thousand euros gross per year is the compensation for each member of the board, in addition to reimbursement of expenses incurred for the assignment.
Dividend growth after budget approval
On the accounts front, the members have approved the budget of Enel as of December 31, 2025, while the group's consolidated financial statements for the same year were also presented, including consolidated sustainability reporting.
The assembly has a total dividend of 0,49 euros per share was approved, up more than 4% compared to the 0,47 euros recognized for 2024. The coupon takes into account the advance payment of 0,23 euros per share already paid in January 2026, to which the 133.601.075 treasury shares in portfolio at the record date of January 20, 2026, did not contribute.
The final dividend will be €0,26 per share. Of this amount, €0,045 will come from the distribution of part of the residual 2025 profit, while €0,215 will come from the partial distribution of the available reserve called accumulated earnings. Payment is due by July 22, 2026, with coupon number 44 ex-dividend date on July 20 and record date set for July 21.
Buyback, incentives and cancellation of treasury shares
The assembly renewed the authorization to the board for the purchase and subsequent disposal of own actions, revoking the previous authorization granted on May 22, 2025, but preserving the effects of actions already completed. The program may involve up to 200 million Enel shares, equal to approximately 1,97% of the share capital, for a total maximum disbursement of 1,5 billion euros.
Il buyback will have a triple purposeThe first will be to provide shareholders with additional remuneration beyond dividends, through the cancellation of shares purchased for this purpose. The second will be to operate on the market with a medium- and long-term investment perspective. The third will be to fulfill the obligations associated with the 2026 long-term incentive plan for the management of Enel and its subsidiaries, as well as any other share ownership plans.
The authorization to purchase will last eighteen months from the date of the shareholders' resolution, while no time limit has been set for the disposal of the purchased treasury shares, except for the provisions for the cancellation of securities intended for additional shareholder remuneration. In an extraordinary meeting, the shareholders approved the possibility of cancelling up to 200 million treasury shares within the same eighteen-month period. The transaction will reduce the number of existing shares but not the share capital, since Enel shares have no par value.
The assembly finally approved the 2026 long-term incentive plan for the group's management and the remuneration report. The first section, concerning the 2026 policy for the board of directors, general manager, managers with strategic responsibilities, and the board of statutory auditors, was approved with a binding vote. The second, concerning the compensation paid in 2025, was approved with a non-binding vote.
The board of directors confirms Cattaneo and defines his powers
Il Enel's new board of directors met today, completing the group's top management structure. board confirmed Flavio Cattaneo CEO and general manager of the company, ensuring continuity in the governance approved by the shareholders.
The council also the existing power structure was confirmedScaroni has been granted a role in promoting and supervising the application of corporate governance rules relating to the activities of the board of directors, along with the task of maintaining, in agreement and coordination with the CEO, relations with institutional bodies and authorities. The chairman also retains a supervisory role on audit activities, while Cattaneo has been granted all the powers for the administration of the company, except those reserved by the legislation, the statute or the board itself.
The board then verified that all directors met the integrity requirements and that there were no grounds for ineligibility or incompatibility. all non-executive directors are recognized as independent, namely Paolo Scaroni, Johanna Arbib, Mario Corsi, Tiziana De Luca, Dario Frigerio, Alessandro Monteduro, Federica Seganti and Alessandra Stabilini. The board finally established the council committees, thus completing the operational launch of the new governance for the three-year period 2026-2028.
Last update 13,50am
