EL En S p A : ANNUAL REPORT 2020.pdf

Annual Financial Report 2020

EL.EN. S.p.A.

ANNUAL FINANCIAL REPORT AS OF

DECEMBER 31st 2020

El.En. S.p.A.

Headquarters in Calenzano (Florence) - Via Baldanzese n. 17 Capital stock: underwritten and paid € 2.554.021,86(*)

Company registered with the Registro delle Imprese di Firenze n. 03137680488

1. At the date of the approval of this document

INDEX

CORPORATE BOARDS OF THE PARENT COMPANY	5
MANAGEMENT REPORT 2020	6
INTRODUCTION	6
REGULATORY FRAMEWORK	6
SIGNIFICANT EVENTS WHICH OCCURRED DURING THE FINANCIAL YEAR 2020	6
DESCRIPTION OF THE ACTIVITIES OF THE GROUP	8
DESCRIPTION OF THE GROUP	11
PERFORMANCE INDICATORS	12
ALTERNATIVE NON-GAAP MEASURES	13
GROUP FINANCIAL HIGHLIGHTS	14
CONSOLIDATED INCOME STATEMENT AS OF DECEMBER 31ST 2020	17
CONSOLIDATED STATEMENT OF FINANCIAL POSITION AND NET FINANCIAL POSITION AS
OF DECEMBER 31ST 2020	19
RECONCILIATION CHART COMPARING THE CONSOLIDATED STATEMENT OF FINANCIAL
POSITION WITH THE STATEMENT OF FINANCIAL POSITION OF THE PARENT COMPANY	21
RESULTS OF THE PARENT COMPANY EL.EN. S.p.A.	22
SUBSIDIARY RESULTS	26
RESEARCH AND DEVELOPMENT ACTIVITIES	32
RISK FACTORS AND PROCEDURES FOR THE MANAGEMENT OF FINANCIAL RISKS	36
STOCK OPTIONS OFFERED TO BOARD MEMBERS, COLLABORATORS AND EMPLOYEES	37
TREASURY STOCK	38
STAFF	39
CORPORATE GOVERNANCE AND OWNERSHIP IN APPLICATION OF D.LGS. 231/2001	39
RUMENRATION REPORT ex artt. 123-ter TUF e 84-quater Reg. CONSOB 11971/1999	39
CONSOLIDATED NON-FINANCIAL STATEMENT (NFS)	40
INFORMATION RELATED TO THE EU REGULATIONS 679/2016 ON THE PROTECTION OF
PERSONAL DATA	40
INTERGROUP RELATIONS AND WITH RELATED PARTIES	40
OPT-OUT REGIME	41
OTHER INFORMATION	41
SUBSEQUENT EVENTS	41
CURRENT OUTLOOK	42
DESTINATION OF THE NET INCOME	42
REPORT ON THE CORPORATE GOVERNANCE AND OWNERSHIP
GLOSSARY	44
1.0 PROFILE OF THE EL.EN. COMPANY	45
2.0 INFORMATION ON OWNERSHIP (ex art. 123 bis sub-section 1 TUF) as of December 31st 2020	48
a) Structure of capital stock (ex art. 123-bis,sub-section 1, letter a), TUF)	48
b) Restrictions in the transfer of stock (ex art. 123-bis,sub-section 1, letter b), TUF)	48
c) Significant ownership in shareholders' capital (ex art. 123-bis,sub-section 1, letter c), TUF)	48
d) Shares which confer special rights (ex art. 123-bis,sub-section 1, letter d), TUF)	48
e) Shares held by employees: mechanism of the voting rights (ex art. 123-bis,sub-section 1, letter e), TUF)	48
f) Restrictions in the voting rights (ex art. 123-bis,sub-section 1, letter f), TUF)	48
g) Agreements among shareholders (ex art. 123-bis,sub-section 1, letter g), TUF)	48
h) Clauses related to change of control (ex art.123-bis,sub-section 1, letter h), TUF) and company by-laws	49
related to OPA (ex art. 104, sub-section1-ter e 104-bis,sub-section 1)
i) Authorizations to increase the capital stock and to purchase treasury stock (ex art. 123-bis,
sub-section 1, letter m), TUF)	49
l) Management and coordinating activities (ex art. 2497 and following of Civil Code)	49
3.0 COMPLIANCE (ex art. 123-bis, sub section 2, letter a), TUF)	50
4.0 BOARD OF DIRECTORS	51
4.1. Appointments and replacements (ex art. 123-bis,sub-section 1, letter l), TUF)	51
4.2. Composition (ex art. 123-bis,sub-section 2, letter d), TUF)- ART. 2 CODE	53

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4.3. Role of the Board of Directors (ex art. 123-bis,sub-section 2, letter d), TUF)- ART. 1 CODE	59
4.4. Managing Bodies	62
4.5. Other executive board members	64
4.6. Independent directors	64
4.7. Lead independent director	65
5.0 TREATMENT OF COMPANY INFORMATION	66
6.0 INTERNAL COMMITTEES OF THE BOARD OF DIRECTORS (ex art. 123-bis,sub-section 2,
letter d), TUF) ART. 4 CODE	67
7.0 NOMINATION COMMITTEE- ART. 5 CODE	68
8.0 REMUNERATION COMMITTEE - ART. 6 CODE	70
9.0 REMUNERATION OF THE DIRECTORS	72

Indemnity for the directors in case of resigning, dismissal or discharging on account of an offer of public acquisition

(ex art. 123-bis,sub-section 1, letter i), TUF)	73
10.0 COMMITTEE FOR CONTROLS AND RISKS	74
11.0 INTERNAL CONTROL AND RISK MANAGEMENT SYSTEM	77
11.1. Executive director in charge of internal controls and risk management	78
11.2. Provost for internal audit	78
11.3. Organizational model ex D. Lgs. 231/2001	79
11.4. Independent auditors	79
11.5. Executive officer responsible for the preparation of the financial statements of the Company and
other company roles and functions	79
11.6. Coordinating between the subjects involved in internal control systems and risk management	80
12.0 INTERESTS OF THE DIRECTORS AND OPERATIONS WITH RELATED PARTIES	81
13.0 APPOINTMENT OF STATUTORY AUDITORS	82
14.0 COMPOSITION AND FUNCTIONS OF THE BOARD OF STATUTORY AUDITORS
(ex art. 123-bis,sub-section 2, letter d and d-bis),	84
15.0 RELATIONS WITH SHAREHOLDERS	87
16.0 SHAREHOLDERS' MEETINGS (ex art. 123-bis,sub-section 2, letter c), TUF)	88
17.0 OTHER POLICIES OF CORPORATE GOVERNANCE (ex art. 123-bis,sub-section 2, letter a), TUF	92
18.0 CHANGES SINCE THE CLOSING OF THE FINANCIAL YEAR	93
19.0 CONSIDERATIONS ON THE LETTER OF DECEMBER 13th 2019 FROM THE PRESIDENT OF THE
CORPORATE GOVERNANCE COMMISSION	94
TABLES
Table 1: Information on ownership	96
Table 2: Structure of the Board of Directors and its committees	97
Table 3: Structure of the Board of Statutory Auditors	98
APPENDICES
Appendix 1: Paragraph on the "Main characteristics of the systems for risk management and internal controls
in relation to the financial information process" in compliance with art. 123-bis, comma 2, letter b), TUF	100

CONSOLIDATED FINANCIAL STATEMENT OF EL.EN. GROUP AS OF
DECEMBER 31st 2020	103
FINANCIAL CHARTS AND NOTES	103
CONSOLIDATED STATEMENT OF FINANCIAL POSITION	104
CONSOLIDATED INCOME STATEMENT	106
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	107
CONSOLIDATED CASH FLOWS STATEMENT	108
CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY	109
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENT	111
DECLARATION OF THE CONSOLIDATED FINANCIAL STATEMENT IN CONFORMITY WITH
ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER MODIFICATIONS
AND ADDITIONS	164

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REPORT OF THE INDEPENDENT AUDITORS	165
FINANCIAL STATEMENT OF EL.EN. S.p.A. AS OF DECEMBER 31st 2020	170
ACCOUNTING CHARTS AND NOTES	170
STATEMENT OF FINANCIAL POSITION	171
INCOME STATEMENT	173
STATEMENT OF COMPREHENSIVE INCOME	174
CASH FLOW STATEMENT	175
CHANGES IN THE SHAREHOLDERS' EQUITY	176
NOTES TO THE SEPARATE FINANCIAL STATEMENT	177
DECLARATION OF THE SEPARATE FINANCIAL STATEMENT IN CONFORMITY WITH
ART.81-TER CONSOB REGULATION N. 11971 OF MAY 14th, 1999 AND LATER
MODIFICATIONS AND ADDITIONS	217
REPORT OF THE INDEPENDENT AUDITORS ON THE FINANCIAL
STATEMENTS OF EL.EN. S.p.A.	218
REPORT OF THE BOARD OF STATUTORY AUDITORS	223

This document has been translated into English for the convenience of readers who do not understand Italian. The original Italian document should be considered the authoritative version.

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