Inside Endesa, changes point to a shift in control by its majority shareholder Enel. The Spanish utility will widen its board to add two seats for the Italian energy group, increasing Enel’s presence from four to six directors, according to the shareholder meeting notice issued for the upcoming April 24 vote.
The board expansion will grow Endesa from twelve to fourteen members, signaling a stronger role for Enel, which currently holds a 70.1% stake in the Spanish company. The proposal for the next shareholders’ meeting includes appointing two new non-executive directors representing Enel: Elisabetta Colacchia, Enel’s People and Organization Director, and Michela Mossini, head of the executive office for Enel’s chief executive officer.
The agenda also covers confirming the appointments of Flavio Cattaneo, Enel’s CEO, Stefano de Angelis, Enel’s Chief Financial Officer, and Gianni Vitorio, Enel’s Networks Director, following their designation last year amid leadership changes at Enel, which is state-backed in Italy under a government led by Giorgia Meloni. Francesca Gostinelli is noted as Enel’s sixth representative.
In parallel, Alicia Koplowitz, a businesswoman and investor, will depart Endesa’s board and will not seek reelection, Endesa has indicated, citing personal reasons that would prevent her from maintaining the necessary level of commitment. Koplowitz will be replaced as an independent director by Guillermo Alonso Olarra, a partner at MA Abogados. The company also proposes four-year reappointments for independent directors Pilar González de Frutos and Eugenia Bieto Caubet.
Incentive plan
Endesa will seek approval at the meeting for the 2023 accounts, which show a net profit of 742 million euros, marking a near 71% decline from the previous year. The remuneration policy for 2024-2027 will be put to a vote, along with a new strategic incentive for 2024-2026 that includes pay in shares for executives.
Additionally, Endesa’s board has approved a temporary share buyback program to support the share-based compensation plan for active employees in Spain who elect to receive part of their pay in shares during 2024.
The buyback program will influence the number of shares available to meet the monetary value requested by employees. Based on stock price movements in the past month, it is expected that between 802,000 and 864,000 shares will be issued. The maximum buyback cap cannot exceed 1,203,000 shares, representing roughly 0.11% of Endesa’s total shares on the date of the announcement.
Notes accompanying this update indicate that the reshaping of the board aligns with Enel’s strategic priorities in Europe and with Endesa’s effort to streamline governance amid shifts in the broader energy sector. Analysts watching the stake and governance dynamic emphasize how minority voices within Endesa may see gradual changes as strategic oversight tightens and boardroom influence grows for Enel, while the company navigates the realities of a rapidly evolving market environment and regulatory backdrop.
All described moves reflect ongoing governance realignments that accompany a major shareholder’s intent to expand its governance footprint in a key European utility. With the appointment and replacement of board members, Endesa forecasts alignment with broader corporate strategy and risk management objectives, alongside a structured approach to executive compensation and incentive alignment with long-term performance goals.