Other Requirements of the Code of Conduct
YES NO Brief description of the reasons for deviating
    from the Code of Conduct, when applicable
System for the delegation of powers and transactions with related parties
When delegating power, did the Board of Directors define:  
a) limits X
b) method of exercise X
c) timing of regular reports? X
Did the Board of directors reserve the right to review  
and approve material financial and asset transactions  
(including transactions with related parties)? X
Did the Board of Directors define guidelines  
and criteria to identify material transactions? X
Are these guidelines and criteria described in the Report? X
Has the Board of Director established special procedures  
to review and approve transactions with related parties? X
Are the procedures for the approval of transactions  
with related parties described in the Report? X
Procedures followed in the most recent election of Directors and Statutory Auditors  
Were nominations to the Board of Directors filed X In 2005, there were two Shareholder's Meetings the Agenda of which
at least 10 days in advance?   included the election of the Board of Directors. At the first Meeting,
    the nominations were filed at least 10 days in advance. At the
    second Meeting they were filed seven days in advance, which was
    when the controlling shareholder filed its list of candidates.
    in tale data la lista dei candidati.
Were the nominations to the Board of Directors accompanied    
by exhaustive information? X  
Were the nominations to the Board of Directors accompanied by    
affidavits stating that the candidates qualify as independent? X  
Were nominations to the Board of Statutory Auditors filed    
at least 10 days in advance? X  
Were the nominations to the Board of Statutory Auditors    
accompanied by exhaustive information? X  
Shareholders' Meetings    
Has the Company adopted Regulations for the Conduct X The Company has not adopted specific regulations for the conduct
of Shareholders' Meetings?   of its Shareholders' Meetings because it believes that the powers
    granted to the Chairman of the Meeting under the Bylaws, which
    include moderating discussions and determining voting order and
    procedures, are sufficient to ensure that the Meeting progresses in
    an orderly fashion and that these general powers avoid the risks
    and inconveniences that could arise should the Meeting fail to
    comply with the provisions of specific regulations.
Have these Regulations been annexed to the Report    
(or is there an indication where they may be obtained or downloaded)? X  
Internal Control    
Has the Company appointed Internal Control Officers? X  
Are the Internal Control Officers hierarchically independent    
of operating managers? X  
Unit responsible for internal control (as required by article 9.3 of the Code) Internal Control Department
Investor Relations    
Has the Company appointed an Investor Relations Manager? X  
Organizational unit and coordinates Relations with Institutional Investors and Financial Analysts -
(address/phone/fax/e-mail) of the Investor Relations Manage ph. +39-02.6222.1, e-mail investor.relations@edison.it
RIsk management and
types of financial risks
The operations of the Edison Group are exposed to several types of risk, including fluctuations in interest rates, foreign exchange rates and prices, and cash flow risks. The Group minimizes these risks through the use of derivative contracts that are executed within the framework of its risk management activities. As a rule, derivatives and similar instruments are not used for trading purposes.
All such transactions are carried out in accordance with special organizational guidelines that govern risk management activities. In particular, the Group has adopted procedures designed to monitor all transactions that involve derivative instruments. More specifically, all risk management transactions are centrally managed. An exception is made for certain transactions of limited size that are executed by Edipower, which has independent risk management procedures, mainly in the financial area.
Additional information is provided in the section of the Notes to the Financial Statements entitled "Content and Format of the Financial Statements."
Milan, February 21, 2006
The Board of Directors
by Giuliano Zuccoli