Santiago Stock Exchange
ENELAM
New York Stock Exchange
ENIA
Enel Américas was initially established under the name Compañía Chilena Metropolitana de Distribución Eléctrica
S.A. On December 1, 2016 the company changed its name to Enel Américas S.A. The Company’s share capital on
December 31, 2019 reached US$9,783,875 thousand and was represented by 76,096,311,036 shares. These shares
are traded in the Chilean stock exchanges and in the New York Stock Exchange in the form of American Depositary
Receipts (ADR).
The main business of the Company is the operation, development, generation, distribution, transmission, transforma-
tion and/ or sale of energy in any of its forms or nature, directly or through other companies. The Company can also
exercise activities in the telecommunications sector, provide engineering advisory in the country and abroad, and also
can invest and manage its investments in its subsidiaries and associate companies.
Total assets amounted to US$ 29,845,994 thousand on December 31, 2019. Enel Américas controls and manages
a group of companies that operates in the electricity markets in four countries in Latin America (Argentina, Brazil,
Colombia and Peru). In 2019, net income attributable to the controlling company reached $1,685,063 thousand and
operational income was $2,876,484 thousand. By the end of 2019, the Company employed 17,618 people through its
subsidiaries companies in Latin America.
ANNUAL REPORT
ENEL AMÉRICAS 2019
“2020 will have new challenges for
our Company, which we will face
with enthusiasm, responsibility and
transparency”
2
Letter from the
Chairman
Dear shareholders:
During the 2019 financial year, we acomplished a historic US$
3 billion capital increase, supported by the majority of our in-
You are holding the 2019 Annual Report and Financial State-
vestors permitting us to lay the foundations for future growth
ments of Enel Américas S.A. In this document you will learn
and to continue the work on our strategy based on electrifi-
about the actions the Company has taken to achieve solid re-
cation, digitization and new services in the coming years.
sults.
2019 was a special year as we celebrated the 25th anniversary
of our first listing on the New York Stock Exchange, closing
with the traditional “Ring the bell” on that day. We are proud
to say that we have positioned ourselves as an internationally
relevant player which, year-to-year, is growing in sustainability
promoting a fair energy transition that will help us shape a
better future for the region.
Results of the
period
We are the largest private utility company in Latin America
nomic environment, Enel Américas´ EBITDA increased by
generating and distributing energy to 24.7 million clients and
19% as compared to 2018, reaching US$ 3,994 million, main-
are present in the main cities of the subcontinent.
ly explained by a significant improvement in the results in
During this period, despite the region’s complex macroeco-
Brazil, with the consolidation of Enel Distribución São Paulo
and the completion of Its tariff review. Also because of an ex-
traordinarily positive impact in Argentina stemming from the
agreement signed between Edesur and the National State of
Argentina.
1. Letter from the Chairman
3
Industrial growth
Looking at our industrial growth we evaluate 2019 positively
with revenues reaching US$ 14,314 million, thanks to higher
operating revenues in Brazil, Peru, and Argentina, which led to
a 10.2% increase as compared to the previous year.
In Brazil, we had a year marked by higher operating revenues
leading to a 37%, increase in EBITDA and we reached US$
1,644 million at the end of 2019. Enel Distribución São Paulo
acomplished the best indices in its history and the best posi-
tion of all Brazilian distributors. Beyond our work, in 2019 we
decided to take a chance opening energy to new uses during
the Innovation and Sustainability Day; we also launched Ur-
ban Futurability, a Smart City’s Future lab project to be im-
plememnted in São Paulo as part of the Company’s commit-
ment that we hope will lead to energy transition. Enel Brasil
received the National Innovation Award from the country’s In-
dustry Confederation, and Economic Value, the most import-
ant business newspaper in Brazil, applauded us for being the
most innovative Company in the electricity sector.
In Argentina, we invested in technology seeking to improve
the supply for all our clients, which led to Edesur improving
its service quality by 40% in summer. Other investments we
made were the reconstruction of the Brown Substation and
Enel X, through agreements signed with different municipali-
ties, installed 8,000 new LED lights. We also promoted elec-
tromobility in the country by inaugurating 60 new charging
stations for electric vehicles, managing to link the whole and
vast Argentine territory. And we added the first company to
distributed generation, by installing 60 panels in EXO, a tech-
nology company.
In Peru, we celebrated the 25th anniversary of Enel Distribu-
ción in a period marked by large investments that will permit
us to improve the electrical service we provide for our clients.
The Izaguirre Electric Transmission Substation, with an invest-
ment of $42 million soles, began to operate and will directly
benefit some 110,000 clients in the San Martín de Porres dis-
trict. We put emphasis on generation reconstucting the Cal-
lahuanca hydroelectric plant (84.1 MW), damaged by the “El
Niño Costero” phenomenon investing US$ 40 million there.
And the first electric public transport bus began to roll along
the streets of Lima.
In Colombia, the most important effort of the last 20 years
took place in Girardot and the Alto Magdalena Province in
Cundinamarca requiring a $20 billion Colombian peso invest-
ment where, seeking to respond to the growth of energy de-
mand in the region, we built a medium tension replacement
substation between the Mangos and Diamante substations.
We invested US$ 6 million in the installation of the country’s
first lithium-ion storage battery facility at the Termozipa plant,
which will improve reliability within the national electrical sys-
tem. LED lights were also installed in different municipalities
and cities, and Enel-Codensa launched Enel X, a new line of
business aimed at offering innovative, sustainable, and digital
products and services.
Our future
We are proud to see the name of Enel Américas amongst
the world’s leading sustainability ratings. We were included
in the RobecoSAM’s Sustainability Yearbook in 2019 as one of
4
Annual Report Enel Américas 2019 the highest-scoring companies and, highlighting our sustain-
However, the truth is that in this harsh and difficult con-
ability strengths, we received the Industry Mover distinction.
text, without any precedent, Enel Américas has numerous
We were also confirmed in the FTSE4Good Index Series and
strengths that make us confident in the future. The intrinsic
ratified in Vigeo-Eiris’ Best Emerging Markets Performers list,
fundamentals that define our competitive standing not only
a ranking that includes the 800 best performing companies
in our sector put us in an unrivaled position to try to recover
from 31 emerging markets. We received the LatinFinance
what this crisis might harm.
Project Sponsor of the Year becoming the first winner in this
category, a distinction that recognizes our solid work and
I sincerely want to thank everyone who has worked for Enel
leadership in the region. The Company was also recognized
Américas to achieve these results. I am thinking of the Com-
by ALAS20 as the best company in Chile and obtained the
pany´s Directors, Managers, Executives, Professionals, Tech-
first place as a Leading Company in Sustainability in Chile and
nicians and Employees who have done a vital job working to-
as a Leading Company in Corporate Governance, also in Chile.
wards its development.
If 2019 was the consolidation year, in 2020 we will seek to
We are aware of the challenges existing in the region, so I
remain at the forefront, using the best technologies to create
would like to invite all of you to continue along this path, mo-
new opportunities that will help us grow in electricity genera-
tivated and contributing positively to Enel Américas´ future,
tion, distribution and transmission.
focusing our efforts on electrification, digitalization and new
.
services that contribute to a fair and sustainable energy transi-
As a company, we will facilitate access to progress through
tion, strengthening our role in providing an ever better service
energy in the communities where we are present, as well as
to all the people we serve in the region.
establish long-lasting partnerships with our stakeholders to
achieve our and their goals. Sustainability is the cornerstone
Thank you
of our Company, and we shall continue to work on improving
the lives of those around us.
As I write these words, the world is in the grip of a real,
surprising, and truly global threat: COVID-19. The enormous
health and humanitarian concerns and sacrifice this global
pandemic will cause are long-term. However, the truth is that
humanity has never been better prepared to fight a biological
threat. This war, because that is what it is, is going to be won
by common effort. And like any war, it will have economic
effects, the seriousness of which will depend essentially on
the duration of the containment measures that governments
must necessarily impose, to safeguard the most important
issue: human health.
Borja Acha
Chairman of the Board
Enel Américas
1. Letter from the Chairman
5
6
Memoria Anual Enel Américas 2019
CONTENTS
Enel Américas 2019
CHAPTER
01. Letter from the Chairman
02. Open Power
03. 2019 Milestones
04. Main financial indicators
05. Identification of the company and constituent documents
06. Property and control
07. Administration
08. People and organization
09. Stock exchange transactions
10. Dividends
11. 2019 Investment and financing policy
12. Businesses of the company
13. Capital increase
14. Investments and financial activities
15. Risk factors
16. Regulatory framework of the electricity industry
17. Description of the electricity business by country
18. Sustainability
19. Summary of shareholdings
20. Identification of subsidiaries and associate companies
21. Significant events
22. Statement of responsibility
PAGE
2
8
10
15
19
23
29
45
55
61
67
71
79
83
93
117
145
175
183
189
205
243
7
Enel Américas is Open Power
O p e n Po w e r
P u r p o s e
O p e n p o w e r f o r
a b r i g h t e r f u t u r e .
We e m p o w e r
s u s t a i n a b l e p r o g r e s s .
P V
CPPo s i t i o n i n g
M
V i s i o n
O p e n p o w e r t o t a ck l e
s o m e o f t h e w o rl d ' s
b i g g e s t c h a l l e n g e s .
Va l u e s
Tr u s t
P r o a c t i v i t y
R e s p o n s i b i
I n n o v a t i o n
i t y
l
V
P r i n c i p l e s o f C o n d u c t
l y a c t i v i t i e s a n d t a k e
• M a k e d e c i s i o n s i n d a i
i t y f o r t h e m .
l
r e s p o n s i b i
l a b o r a t e a n d
i n g t o c o l
l
l
• F o l
• S h a r e i n f o r m a t i o n , b e i n g w i
o p e n t o t h e c o n t r i b u t i o n o f o t h e r s .
l o w t h r o u g h w i t h c o m m i t m e n t s , p u r s u i n g
a c t i v i t i e s w i t h d e t e r m i n a t i o n a n d p a s s i o n .
• C h a n g e p r i o r i t i e s r a p i d l y i f t h e s i t u a t i o n e v o l v e s .
• G e t r e s u l t s b y a i m i n g f o r e x c e l
• A d o p t a n d p r o m o t e s a f e b e h a v i o r a n d m o v e
p r o - a c t i v e l y t o i m p r o v e c o n d i t i o n s f o r h e a l t h , s a f e t y
l , r e c o g n i z i n g a n d
l - b e i n g .
l e n c e .
l
a n d w e l
d i s a b i
i t i e s , e t c . ) .
i t i e s , p e r s o n a l
• W o r k f o r t h e i n t e g r a t i o n o f a l
l e v e r a g i n g i n d i v i d u a l d i v e r s i t y ( c u l t u r e , g e n d e r, a g e ,
• W o r k f o c u s i n g o n s a t i s f y i n g c u s t o m e r s a n d / o r
c o - w o r k e r s , a c t i n g e f f e c t i v e l y a n d r a p i d l y.
• P r o p o s e n e w s o l u t i o n s a n d d o n o t g i v e u p w h e n
• R e c o g n i z e m e r i t i n c o - w o r k e r s a n d g i v e f e e d b a ck
f a c e d w i t h o b s t a c l e s o r f a i
t h a t c a n i m p r o v e t h e i r c o n t r i b u t i o n .
l u r e .
• O p e n a c c e s s t o e l e c t r i c i t y f o r m o r e
M i s s i o n
• O p e n t h e w o r l d o f e n e r g y t o n e w
p e o p l e .
• O p e n u p t o n e w u s e s o f e n e r g y.
t e ch n o l o g y.
• O p e n u p t o n e w w a y s o f m a n a g i n g
e n e r g y f o r p e o p l e .
• O p e n u p t o n e w p a r t n e r s h i p s .
8
Annual Report Enel Américas 2019 V
Va l u e s
Tr u s t
P r o a c t i v i t y
R e s p o n s i b i
I n n o v a t i o n
i t y
l
V i s i o n
O p e n p o w e r t o t a ck l e
s o m e o f t h e w o rl d ' s
b i g g e s t c h a l l e n g e s .
Enel Américas is Open Power
O p e n Po w e r
P u r p o s e
O p e n p o w e r f o r
a b r i g h t e r f u t u r e .
We e m p o w e r
s u s t a i n a b l e p r o g r e s s .
M i s s i o n
• O p e n a c c e s s t o e l e c t r i c i t y f o r m o r e
• O p e n t h e w o r l d o f e n e r g y t o n e w
t e ch n o l o g y.
• O p e n u p t o n e w u s e s o f e n e r g y.
• O p e n u p t o n e w w a y s o f m a n a g i n g
e n e r g y f o r p e o p l e .
• O p e n u p t o n e w p a r t n e r s h i p s .
p e o p l e .
M
P V
CPPo s i t i o n i n g
a n d w e l
Open Power
• F o l
l
l
l
l e n c e .
l a b o r a t e a n d
l y a c t i v i t i e s a n d t a k e
i n g t o c o l
P r i n c i p l e s o f C o n d u c t
• M a k e d e c i s i o n s i n d a i
i t y f o r t h e m .
r e s p o n s i b i
• S h a r e i n f o r m a t i o n , b e i n g w i
o p e n t o t h e c o n t r i b u t i o n o f o t h e r s .
l o w t h r o u g h w i t h c o m m i t m e n t s , p u r s u i n g
a c t i v i t i e s w i t h d e t e r m i n a t i o n a n d p a s s i o n .
• C h a n g e p r i o r i t i e s r a p i d l y i f t h e s i t u a t i o n e v o l v e s .
• G e t r e s u l t s b y a i m i n g f o r e x c e l
• A d o p t a n d p r o m o t e s a f e b e h a v i o r a n d m o v e
p r o - a c t i v e l y t o i m p r o v e c o n d i t i o n s f o r h e a l t h , s a f e t y
l , r e c o g n i z i n g a n d
l e v e r a g i n g i n d i v i d u a l d i v e r s i t y ( c u l t u r e , g e n d e r, a g e ,
• W o r k f o r t h e i n t e g r a t i o n o f a l
i t i e s , e t c . ) .
• W o r k f o c u s i n g o n s a t i s f y i n g c u s t o m e r s a n d / o r
i t i e s , p e r s o n a l
c o - w o r k e r s , a c t i n g e f f e c t i v e l y a n d r a p i d l y.
• P r o p o s e n e w s o l u t i o n s a n d d o n o t g i v e u p w h e n
• R e c o g n i z e m e r i t i n c o - w o r k e r s a n d g i v e f e e d b a ck
f a c e d w i t h o b s t a c l e s o r f a i
t h a t c a n i m p r o v e t h e i r c o n t r i b u t i o n .
l - b e i n g .
d i s a b i
l u r e .
l
9
3. 2019 Milestones
JANUARY
FEBRUARY
MARCH
Enel Américas becomes the first multinational in
Enel Américas is included for the first time in Robe-
Colombia: greater facilities to pay for SITP ticket
South America certified by ISO37001 Anti-Bribery
Certification
Enel Américas received the ISO 37001 certification,
coSAM’s 2019 Sustainability Yearbook
Enel Américas qualified for inclusion in the 2019
with Easy Codensa Credit Card
The Codensa Easy Credit card permits to use up to
Sustainability Yearbook as one of the best-scoring
4 tickets per day, which are then paid interest-free at
which recognizes the effectiveness of its anti-brib-
companies in the industry and received the Indus-
the end of the month together with the Enel-Coden-
ery management system, thus consolidating our
try Mover Award. Through this recognition, the
sa energy bill. This service, available to Bogotá citi-
leadership in ethics and transparency. In 2018, the
investment firm RobecoSAM seeks to showcase
zens, benefited more than 800,000 people.
Company had already obtained the certification of
companies that have proven their strengths in sus-
its Criminal Risk Prevention Model pursuant to Law
tainability.
20.393.
Colombia: Launch of an initiative to bring clean wa-
ter to Cundinamarca educational institutions
Through an agreement between the Enel Colom-
bia Foundation and the Siemens Foundation, water
treatment filters for human consumption were in-
Colombia: Mayor Peñalosa installed 80,000 LED
lights to modernize Bogotá ‘s public lighting system
Before the end of the Peñalosa administration, Bo-
Enel Américas announces its plan for a US$3.5 bil-
lion capital increase
On February 27, the Company announced its plan
to raise capital for up to US$ 3.5 billion, to repay
stalled in various educational institutions. The ini-
gotá will have 150,000 new LED lights. Through
the 2018 Enel Brazil’s debt to purchase Eletropaulo,
tiative, called VITAL by its Spanish acronym “Life,
Enel-Codensa, its network operator, the municipali-
while also keep enough funds to restructure Elet-
Innovation, Technology and Clean Water” directly
ty invested more than $ 58 billion Colombian pesos
ropaulo’s pension fund liabilities and reduce contin-
benefits 70 students from San Antonio del Tequen-
for the purchase of LED lights.
gency provisions in Brazil.
dama and 360 from Sibaté.
Colombia: Enel Group companies, the country’s
Standard & Poor’s, Fitch Ratings, Moody’s and Fell-
Peru: Recovery of the Callahuanca Hydroelectric
first in anti-bribery certification
Enel-Codensa and Enel-Emgesa were certified
under ISO 37001 recognizing the effectiveness of
er Rate maintain their rating and perspective after
capital increase announcement
Following the February 27announcement, the four
Power Plant commercial operations
After more than two years of continuous efforts
with the insurance company, the reconstruction of
their anti-bribery management system. In 2017, the
rating agencies maintained their rating and perspec-
the Callahuanca hydroelectric plant (84.1 MW) was
companies had already been recognized by the
tive for the Company.
Presidency’s Transparency Secretariat as “Active
Anti-Corruption Enterprise”.
Argentina: Brown Substation reconstructed
The civil works for the reconstruction of the com-
plete Section III of Medium Voltage cells were com-
pleted.
successfully completed. The plant´s infrastructure
was damaged by the “El Niño Costero” phenom-
enon in 2017. The investment involved in the recon-
struction totaled US$ 40 million.
Moody’s confirms Enel Américas´ rating and chang-
es perspective to “Stable”
On March 4, Moody’s confirmed the “Baa3” rating
and changed the perspective from “Negative” to
“Stable”, explained primarily by the expectation of
a decrease in the Company´s indebtedness level
stemming from the capital increase announcement.
10
Annual Report Enel Américas 2019 APRIL
MAY
JUNE
Enel Américas approves capital increase
The Extraordinary Shareholders’ Meeting approved
Brazil: Enel South America Day and Innovation Day
Enel Brasil organized, for the first time, the South
a US$ 3 billion capital increase whose aims is to
America Enel Day. The event was held in Rio de
Enel Américas confirmed in the FTSE4Good Index
Series
The Company joined this index in September 2017
strengthen the flexibility of the Company’s balance
Janeiro on May 2. In addition, on May 6 the Innova-
in the Emerging Markets and Latin America Index
sheet and to prepare it for new growth.
tion Day, Enel’s global Innovation and Sustainability
category. The index was created in 2001 by FTSE
event was celebrated in the City of São Paulo, also
Russell, the Global Index Company, owned by the
Argentina: Edesur significantly improves service
for the first time in the country.
London Stock Exchange Group, and includes more
quality
In summer 2019, thanks to important investments
Colombia: Enel-Codensa presents Enel X, its new
into three pillars: environmental, social, and corpo-
than 300 indicators on 14 different topics, grouped
in the network, Edesur managed to improve its ser-
line of business offering innovative, sustainable and
rate governance.
vice quality by 40%. This continuous improvement
is due to the Company’s efforts to equip its network
digital products and services
This new line of business offers different energy
Brazil: Enel Brasil received the 2019 National Inno-
with better technology and reliability.
service solutions to clients throughout the country,
vation Award from the Brazilian Confederation of
Colombia: Enel-Emgesa receives energy efficiency
with solar panels, electro-mobility projects, lighting,
including the development of photovoltaic systems
Industry (CNI)
The Annual National Innovation Award offered by
award
The Company received the recognition for promot-
ing a better use of energy resources in different
efficient street lighting and products and services
the Brazilian Confederation of Industry aims to en-
for the home, among others.
courage and recognize companies that contribute
to increase Brazil’s competitiveness, through the
operational processes and for contributing to the
Colombia: Enel-Emgesa to install Colombia’s first
development of innovative methods and practices.
country’s energy transition. The award was present-
ed at the fifth version of the ANDESCO’s National
energy storage battery system
This innovative project, involving a US$ 6 million in-
Enel Brasil was recognized in the 2019 version of
the award as the most innovative company in the
Energy Efficiency Awards ceremony.
vestment, is a 7 MW/3.9 MWh lithium-ion battery
“Innovation in marketing” category among all sec-
storage system installed at the Termozipa Plant per-
tors of the Brazilian economy.
Colombia: LED lights take over the Sibaté and Vil-
mitting to increases its capacity and contributing to
the reliability of the national electricity system.
Colombia: Enel-Codensa is recognized as a sustain-
lapinzón public lighting systems
More than 3,200 lights were equipped with LED
able company
The Company received the 2019 Andesco Grand
technology in Sibaté and an additional 20,000 in
Colombia: Project launched to improve Huila cocoa
Villapinzón, improving the quality of life of the
municipality´s inhabitants. The work was part of
productivity over the next 30 years
The Cocoa Effect is a partnership between the U.S.
Award for Sustainability, within the framework of
the 21st Public Service Congress. The integration of
Enel-Codensa’s public lighting contract with local
Agency for International Development (USAID),
sustainability into business strategy and operational
municipalities.
Luker Chocolate, The Luker Foundation, Enel-Emge-
decisions, creating shared value with its target au-
sa Saldarriaga Concha Foundation and Eafit, which
diences, was one of the factors of the recognition.
Peru: The “Da Vinci Experience” - the immersive
is part of the National Government’s Competitive
Another factor was the implementation and certi-
and digital exhibition comes to Peru
The exhibition explores the work of the creator and
Partnerships for Equity. More than 400 families
fication of the Anti-Bribery Management System,
from the Huila department were direct beneficia-
once again reinforcing the importance of transpar-
visionary artist, Leonardo da Vinci. This exhibition
ries.
ency in business relationships.
employed sensory 4™ technology showing full HD
videos with Da Vinci’s best works on the walls. Af-
ter two months, the exhibition continued its tour of
Latin America.
Peru: Successful bond emission by Enel Distribu-
ción Perú
In May and June, the Company placed local bonds
with the value of US$ 38 million and US$ 27 million,
Colombia: Enel-Emgesa continues to promote pro-
ductive projects in Huila with a $13 billion Colombi-
an peso co-financing
The resources were secured thanks to an agree-
respectively. Both operations set records for the
ment between the Huila Governorate, the mayors
lowest spread in the Peruvian market.
in the El Quimbo area and Enel-Emgesa. The proj-
ect seeks to strengthen production chains such
as coffee, cocoa, and avocado, as well as the im-
provement of rural roads, among others. More than
14,000 families in the region benefitted from the
investments.
3. 2019 Milestones
11
JULY
AUGUST
Enel Américas celebrates 25th anniversary on the
Enel Américas receives “Business Generation – Di-
Enel Colombia is recognized as the most equitable
NYSE
The Company closed the Wall Street trading day
with the traditional bell-ringing ceremony to cele-
ario Financiero” Award for its commitment to ethics
and transparency
The Group’s companies in Chile, together with Enel
company in the utilities sector
The Company received the recognition in the 2019
Gender Equity in Organizations PAR Ranking de-
brate the 25-year long listing on the New York Stock
Américas, received the award from the Fundación
veloped by Aequales. In four years, Enel Colombia
Exchange. The ceremony also featured Enel Chile,
Generación Empresarial and Diario Financiero for
managed to increase the number of women en-
which was part of Enersis S.A., the company that
the systematic promotion, both internally and exter-
rolled in the ‘Plan Semilla’, a program that trains
originally traded in the NYSE.
nally, of ethics and best corporate compliance prac-
young people in energy-related careers, from 1%
Enel Américas ratified among Best Emerging Mar-
participants. The evaluation included the Company’s
tices, obtaining one of the 3 best ratings among 49
to 38%.
kets Performers by Vigeo-Eiris.
In June 2018, the Company entered the Vigeo-Eiris’
Best Emerging Markets Performers list, which in-
cludes the 800 best performing companies from 31
emerging markets.
formal tools and documents, as well as an assess-
Argentina: Edesur is Argentina’s first Pet Friendly
ment of ethics and transparency culture.
Argentina: Enel X installs LED lights
Enel X installed a total of 8,000 new LED lights
Company
The Company´s commercial office in San José
190 opened its doors to clients’ pets and Edesur
became Argentina’s first pet friendly service com-
thanks to the agreements reached with municipal-
pany. This is a pilot experience that, if evaluated in
Argentina: Regulatory Asset Liability signed
Edesur and the government of Argentina agreed to
ities.
a positive way, will be extended to the rest of the
offices within the concession area.
transfer Edesur’s concession to the jurisdiction of
Colombia: Enel-Codensa recognized as an inspiring
the City and Province of Buenos Aires. The National
State and Edesur signed an Agreement on Liability
Company
The Company was, for the second consecutive
Adjustment to end outstanding reciprocal claims
year, recognized as Inspiring Company 2019, award-
Peru: Enel Distribución celebrated 25th anniversary
with clients and authorities
The event brought together the main players in the
arising from the 2006-2016 period, thus resolving a
ed by the ANDI Foundation, for the “Plan Semilla”
Peruvian energy sector and various business lead-
challenging long-standing situation.
initiative - a program that seeks to create develop-
ers. The positive results of the energy sector privat-
Brazil: Enel Brasil recognized as the most innovative
able populations, providing them with training, in
ny’s commitment to investing in the modernization
company in the Brazilian electricity sector with the
alliance with the SENA.
of the sector was renewed.
ment opportunities for young people from vulner-
ization were shown over the years and the Compa-
Inovação Value Award
Valor Econômico, Brazil´s most important business
newspaper, recognizes, once a year, the main in-
SEPTEMBER
novative companies. Enel Brasil was ranked as the
Fitch Ratings assigns “A-” rating and “Stable” per-
spective to Enel Américas
On September 9, Fitch Ratings upgraded the Com-
most innovative company in the Brazilian electricity
Enel Américas successfully concludes US$ 3 billion
pany´s international ranking from “BBB+” to “A-”,
sector in 2019.
capital increase
This is the largest capital increase in Latin America
maintaining the perspective as “Stable”. The local
classification changed from “AA(cl)” to “AA+(cl)”.
Colombia: Enel-Emgesa invested $6 billion Colom-
in the last five years. Chief Executive Officer, Maur-
Fitch has also confirmed the stock rating as “First
bian pesos to deliver water to La Guajira
The drinking water distribution system will benefit
izio Bezzeccheri thanked investors for their support
Class Level 1 (cl)”.
and explained that the operation would permit to
more than 3,000 people in the Maicao municipality,
strengthen the Company´s capital structure and cre-
in La Guajira. The works model that Enel-Emgesa
ate space for new growth.
OCTOBER
opted for, and which will end in December 2020,
is carried out under the tax incentive mechanism.
Colombia: The DaVinci Experience, an immersive
Brazil: Enel CEO Francesco Starace launches Urban
Colombia: El Quimbo’s discarded wood is used in
Huila brick production
More than 30 micro-enterprises in the Huila depart-
arts exhibition arrives in Bogotá
The Enel Group companies in Colombia commemo-
Futurability project in São Paulo
As part of Enel’s commitment to leading the energy
rated the 500th anniversary of the death of the Ital-
transition, Enel CEO Francesco Starace launched on
ian master Leonardo da Vinci through an immersive
October 9 the Urban Futurability project, a Smart
ment have benefited from wood and biomass deliv-
arts exhibition. The exhibition included large-format
City’s Future laboratory to be installed by Enel São
ered by Enel-Emgesa free of charge. The provided
film projections and the display of 10 full-scale ma-
Paulo in the Vila Olimpia district. Mr. Starace also at-
material was used to produce bricks required for
chines, as well as a virtual reality experience.
tended one of the Brazilian Investment Forum pan-
the construction of 500 average-sized homes.
els organized by the Federal Government. The event
Colombia: Enel-Codensa and National University
is one of the most important in Brazil and highlights
inaugurate the country’s first high-voltage and re-
investment opportunities in strategic sectors.
newable energy innovation laboratory
Thanks to the new building, located at the Nation-
Enel Américas receives LatinFinance ‘Project Spon-
al University of Colombia in Bogotá, a network of
knowledge and a space enabling innovation was
sor of the year’ award
The Company became the first winner under this
consolidated, aimed at addressing the sector´s new
new category. The award recognizes the Compa-
challenges, within the energy transformation frame-
ny´s important work and leadership in the region, in
work. In 2019 Enel-Codensa invested more than $ 2
a year where it has stood out, among other things,
billion Colombian pesos in this laboratory.
for the successful US$ 3 billion capital increase.
12
Annual Report Enel Américas 2019 Colombia: Enel-Codensa to buy 873 GWh a year
of unconventional renewable energy through long-
term contracts
The purchase took place at a long-term contracts
Brazil: Recognized as a Pro-Ethics Company
The recognition was awarded by the Federal Gov-
ernment and the Ministry of Transparency, this way
Peru: Enel Distribución and Enel Generación recog-
nized by ALAS20 in sustainability
The first obtained the 3rd place and the second
completing 3 consecutive editions for the Company
obtained the 2nd place in Leading Companies in
auction in which the National Government sought
to be identified as one of the firms in Brazil which
Sustainability and were placed within the top 3 of
to promote Non-conventional Renewable Energy
promote and work with high ethical and transpar-
the companies that participated in 2019. Companies
Sources (NCRE). Through the participation in this
ency standards.
auction, Enel-Codensa confirms its support for en-
which truly stand out in this area are awards the
prize for their leadership role in sustainability.
ergy transition and transformation happening in the
Colombia: Enel-Emgesa´s donation to schools
country.
in Baraya and Tello, Huila, under the work for tax
Brazil: Enel Distribución São Paulo achieves the
Colombia: Enel-Codensa modernized the Girardot
and Alto Magdalena power grid
With a $ 20 billion Colombian peso investment,
mechanism
The Company allocated more than $ 612 million Co-
best quality indicators in its history
Enel Distribución São Paulo recorded the best op-
lombian pesos for the project that benefited more
erational indicators in the company’s history. The
than 2,800 children aged 5 to 17. The educational
average system outage frequency (SAIFI) was 3.93
Enel-Codensa concluded the most important works
establishments received some 1,191 elements for
times in October (over a 12-month period), which
in the last 20 years in Girardot and the Alto Magda-
students at preschool, elementary and high school
is the best index among all Brazilian energy distrib-
lena Province in Cundinamarca, in order to respond
levels, as well as material for teachers.
utors, while the average system outage duration
to the growth of the region´s energy demand and
service quality. A medium-voltage underground
substitution was built between the Mango and Dia-
mond substations.
Peru: SET Izaguirre to benefit 110 thousand clients
The
Izaguirre Electric Transmission Substation
(SET), located in the San Martín of Porres district
started to operate. The facility represents an invest-
Peru: Enel Group companies, the country’s first in
ment of $ 42 million Peruvian soles and will improve
(SAIDI) was 6.83 hours, the Company´s best indica-
tor and the fourth best in the country.
Colombia: Enel-Emgesa started repopulating the
Magdalena River with fish
The project, which took more than 10 years of re-
anti-bribery certification in the electricity sector
Enel Generación Peru, Enel Distribución Peru and
Chinango SAC received the ISO 37001 certification
the electrical service of approximately 110 thousand
search, included inserting 200,000 juvenile speci-
clients.
mens of the Capaz species - a milestone for the
country as it is the first time that this species has
for the effectiveness of their anti-bribery manage-
Peru: Ministry of Labor and Employment Promotion
been successfully repopulated in Colombian rivers.
ment system.
recognizes Enel Peru for Good Labor Practices
The recognitions are in the “Work-family balance
The entire process will involve planting some 2 mil-
lion native species in the upper Magdalena River
promotion “ category thanks to the promotion of
basin over a 1-year period.
NOVEMBER
new family life conciliation measures and in the
“Prevention of risks in occupational health and
Colombia: Enel-Codensa modernized the public
Enel Américas participates in the Eighth United Na-
safety, sexual harassment and labor harassment”
tions Forum in Geneva, Switzerland
Enel Américas presented its best practices in the
Business and Human Rights Forum at the “Cor-
rupting the Human Rights Agenda: How Business
category for the policies, procedures and training
programs in this area.
can leverage anti-corruption practices to strengthen
DECEMBER
respect for human rights” session. This speaking
instance was host to more than 2,000 participants
from government agencies, businesses, civil soci-
ety, investors, the United Nations, among others; it
Enel Américas is recognized by ALAS20as the best
company in Chile
The recognition was awarded for the Company´s
lighting systems of the El Colegio and Lenguazaque
municipalities
The Company upgraded more than 2,000 lights
with LED technology in the municipality of El Co-
legio and another 500 in Lenguazaque. This mod-
ernization contributes to the progress and develop-
ment of local municipalities, promotes the rational
and efficient use of energy, and reduces consump-
tion by up to 45%. Lenguazaque and El Colegio
joined five other Cundinamarca municipalities that,
emphasized the importance of anti-corruption expe-
leadership, consistency, and excellence in the pub-
to date, installed LED technology in 100% of their
riences and practices implemented in Enel Améri-
lic disclosure of information related to its investor
street lighting.
cas and its subsidiaries in line with Sustainable
relations practices, sustainable development, and
Development Goal 16 (Peace, Justice and Strong
corporate governance.
Institutions).
Peru: First public electric bus rolls along Lima
streets
The Global Sustainable Electricity Partnership
(GSEP) and member companies, Enel X and Hy-
Enel Américas holds Investor Day
Attended by more than 70 investors, Enel Améri-
Argentina: First company to join the distributed gen-
eration regime
Technology Company EXO installed 60 solar panels
cas held its Investor Day to present the Company’s
dro-Québec, placed the first electric bus into Lima’s
2020-2022 strategic plan. The event, certified as
public transport system with the collaboration of
to generate the energy it consumes and inject the
carbon neutral, presented Enel Américas´ sustain-
Protransporte and the Peruvian Ministries of Energy
surplus into the grid. It is the first industrial client in
able strategy and its commitment to consolidating
and Mines, Transport and Communications, and the
the city with a bidirectional meter.
a zero direct emissions business, which has proven
Environment.
Argentina: New charging stations for electric vehi-
economic spheres, and that will continue to grow
Moody’s maintains rating and changes perspective
cles
Enel X installed 60 charging stations for electric
in a region where efficient solutions in the energy
market are key to improving life quality in large cit-
to “Positive”
On December 19, Moody’s reported it was main-
to be successful in the social, environmental and
vehicles throughout the country, thus managing to
ies.
link the extensive Argentine territory with the most
modern technology in the world.
taining the company´s “Baa3” rating and changed
its perspective from “Stable” to “Positive”, reflect-
ing expectations of better operations and cash
flows leading to continuous deleveraging.
3. 2019 Milestones
13
14
Annual Report Enel Américas 2019 04.
MAIN FINANCIAL
INDICATORS
04. Main financial indicators
15
Main financial
indicators
Total assets
15,921,322
15,449,154
11,281,556
20,168,991
27,396,356
29,776,384
2014
2015
2016
2017
2018
2019
As of December 31, of each year (1)
Total current Liabilities
7,642,104
7,259,346
6,006,307
11,890,484
18,564,456
17,530,198
Operating Revenues
7,253,876
5,301,440
5,197,286
10,438,003
13,184,062
14,314,112
EBITDA
Net income (2)
Liquidity Ratio
Indebtedness ratio (3)
Generation Business
ARGENTINA
Number of employees
Number of generating units
Installed capacity (MW) (4)
Electricity generated (GWh)
Energy sales (GWh)
BRAZIL
Number of employees
Number of generating units
Installed capacity (MW) (4)
Electricity generated (GWh)
Energy sales (GWh)
COLOMBIA
Number of employees
Number of generating units
Installed capacity (MW) (4)
Electricity generated (GWh)
Energy sales (GWh)
PERU
Number of employees
Number of generating units
Installed capacity (MW) (4)
Electricity generated (GWh)
Energy sales (GWh)
16
2,300,020
1,615,112
1,643,369
2,947,261
3,357,708
3,994,192
610,158
661,587
383,060
709,043
1,201,381
1,614,085
1.23
0.92
1.01
0.65
1.25
1.14
0.92
1.44
0.66
2.10
0.98
1.43
2014
2015
2016
2017
2018
2019
As of December 31, of each year
645
25
4,522
14,390
15,276
208
13
987
5,225
7,108
589
32
3,059
13,559
15,773
324
27
1,949
9,062
9,916
657
25
4,522
15,204
15,770
194
13
987
4,398
6,541
484
36
3,459
13,705
16,886
292
27
1,983
8,801
9,283
632
29
4,419
13,124
13,312
185
13
974
3,665
9,448
551
36
3,457
14,952
18,015
310
27
1,934
8,698
9,800
578
29
4,419
14,825
14,852
146
17
1,354
4,034
12,587
604
36
3,467
14,765
18,156
320
27
1,979
7,430
10,457
581
29
4,419
13,949
13,952
158
17
1,354
3,755
22,236
615
36
3,499
14,052
18,544
325
30
1,985
8,106
10,597
532
29
4,419
12,974
12,976
183
17
1,354
5,292
30,002
599
36
3,506
15,250
18,376
315
30
1,987
8,244
11,199
Annual Report Enel Américas 2019 s
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TOTAL
Number of employees
Number of generating units
Installed capacity (MW) (4)
Electricity generated (GWh)
Energy sales (GWh)
Distribution
ARGENTINA
Energy sales (GWh) (5)
Number of clients (5)
Energy losses
Number of employees
Clients/employees
BRAZIL
Energy sales (GWh) (5)
Number of clients
Energy losses
Number of employees
Clients/employees
COLOMBIA
Energy sales (GWh) (5)
Number of clients
Energy losses
Number of employees
Clients/employees
PERU
Energy sales (GWh) (5)
Number of clients
Energy losses
Number of employees
Clients/employees
Total
Energy sales (GWh) (5)
Number of clients
Average Energy losses
Number of employees
Clients/employees
2014
2015
2016
2017
2018
2019
As of December 31, of each year (1)
1,766
97
10,517
42,236
48,073
1,627
101
10,951
42,108
48,480
1,678
105
10,784
40,439
50,575
1,648
107
11,219
41,053
56,051
1,679
112
11,257
39,863
65,329
1,629
112
11,267
41,760
72,553
2014
2015
2016
2017
2018
2019
As of December 31, of each year
17,972
18,492
18,493
17,736
17,548
16,798
2,464,117
2,479,559
2,504,558
2,529,307
2,529,953
2,490,449
10.75%
12.30%
12.04%
12.04%
14.25%
15.50%
3,823
645
4,142
596
4,290
584
4,251
595
3,760
673
3,511
709
22,842
22,776
22,809
34,876
61,310
80,682
6,500,500
6,754,327
6,943,600
9,974,471
17,143,979
17,233,637
16.42%
17.30%
16.10%
15.22%
2,415
2,732
2,348
2,877
2,244
3,237
3,336
2,990
14.00%
10,632
1,612
14.60%
9,832
1,753
13,660
13,946
13,632
13,790
14,024
14,307
2,772,376
2,865,159
3,248,447
3,340,457
3,438,620
3,526,776
7.19%
1,043
2,658
7.30%
947
2,771
7.10%
1,337
2,430
7.84%
1,376
2,428
7.74%
1,529
2,249
7.67%
1,504
2,345
7,338
7,624
7,782
7,934
8,045
8,211
1,293,503
1,336,610
1,367,044
1,396,966
1,422,608
1,433,638
7.95%
619
2,090
8.30%
570
2,191
7.80%
620
2,216
8.24%
588
2,376
8.09%
590
2,411
8.22%
594
2,414
61,812
62,838
62,715
74,337
100,927
119,998
13,030,496
13,435,655
14,063,649
17,241,201
24,535,160
24,684,500
10.58%
11.30%
10.76%
12.30%
7,900
1,649
8,007
1,678
8,491
1,656
9,551
1,805
10.96%
16,511
1,486
11.50%
15,411
1,599
(1) Accounting figures according to instructions and standards issued by the Financial Markets Committee (CMF). Figures in millions of nominal Chilean
pesos for 2014, 2015 and 2016, and figures in thousands of dollars for 2017, 2018 and 2019. Extraordinary Shareholders’ Meeting held on April 27,
2017 approved the change of the Company’s functional currency from the Chilean peso to the US dollar.
(2) It corresponds to the Net Income attributable to the parent Company.
(3) Total Liabilities/Equity plus Minority Interest.
(4) Unlike in previous years, for 2016, 2017, 2018 and 2019 the net installed capacity was considered, whose difference with gross installed capacity
lies in the self-consumption discount.
(5) Consumption and non-billable clients (CNF) are not included.
04. Main financial indicators
17
18
Annual Report Enel Américas 2019 05.
IDENTIFICATION
OF THE COMPANY
AND CONSTITUENT
DOCUMENTS
05. Identification of the company and constituent documents
19
Identification of the
Company
Name or Company name
Enel Américas S.A.
Domicile
Type of Company
Rut
Address
Postal code
Telephone
PO box
Securities Registration number
External auditors
Subscribed and paid-in capital (US$)
Website
Email
Santiago, Chile, may establish agencies or subsidiaries in other parts of the country or abroad
Publicly Traded Company
94.271.000-3
Santa Rosa Nº 76, Santiago, Chile
833-009 SANTIAGO
(56-2) 2353 4400 - (56-2)2 378 4400
1557, Santiago
Nº 175
EY Audit SpA
9.783.875.314,4
www.enelamericas.com
comunicacion.enelchile@enel.com
Investor Relations phone
(56-2) 2353 4682
Ticker symbol in Chilean stock exchanges
Ticker symbol in NY stock exchanges
ENELAM
ENIA
ADR’s Custodian Bank
ADR’s Depositary Bank
Banco Santander Chile
Citibank N.A.
Local credit rating agencies
Feller Rate Clasificadora de Riesgo Limitada, Fitch Chile Clasificadora de Riesgo Limitada
International credit rating agencies
Fitch Ratings, Moody´s Investor Services and Standard & Poor´s International Rating Services
Constituent
documents
Commerce Registry on page 13,099 No. 7,269 in 1981 and
were published in the Official Journal on July 23, 1981. The
bylaws of Enel Américas S.A. have undergone several modifi-
cations ever since.
On August 1, 1988, the Company’s name was changed to
Enersis S.A.
The Company that gave rise to Enel Américas S.A. was initially
In April 2015, Enersis S.A. began a corporate reorganization
formed under the name of Compañía Chilena Metropolitana
process. As part of this process, on December 18, 2015 at the
de Distribución Eléctrica S.A. by a public deed dated June 19,
Company’s Extraordinary Shareholders´ Meeting shareholders
1981, issued by Patricio Zaldívar Mackenna, Notary Public in
approved the first stage of the reorganization process called
Santiago, and modified by a public deed on July 13 of the
“the Spin-off”. Subsequently, the Company´s Spin-off was ap-
same year and by the same notary public. The Company’s in-
proved, and the entity called “Enersis Chile S.A.” was created,
corporation was authorized, and its bylaws approved by Res-
representing the unique vehicle for the control of generation
olution 409-S of July 17, 1981 of the Securities and Insurance
and distribution assets that the Group owns in Chile. The for-
Commission (SVS). The extract of the incorporation authoriza-
mer Enersis S.A. was renamed as “Enersis Américas S.A.”
tion and approval of the bylaws was registered in the Santiago
to control the businesses in the other countries of the region
20
Annual Report Enel Américas 2019 s
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(Argentina, Peru, Brazil, and Colombia). The Spin-off was for-
October 18, 2016, granted by Iván Torrealba Acevedo, Notary
malized in a public deed on January 8, 2016, issued by Iván
Public in Santiago, whose extract was registered on pages
Torrealba Acevedo, Notary Public in Santiago, whose extract
79,974 No. 43,179, of the Commerce Registry in 2016 of the
was registered on pages 4013 No. 2441 of the Commerce
Property Registrar in Santiago and was published in the Offi-
Registry in 2016 of the Property Registrar in Santiago and was
cial Journal on October 29, 2016.
published in the Official Journal on January 22, 2016. A sup-
plementary extract was registered on pages 10.743 No. 6.073
The company’s purpose is to carry out, either in the country or
of the same Registry in 2016 of the Property Registrar and
abroad, the exploration, development, operation, generation,
was published in the Official Journal on February 10, 2016.
distribution, transmission, transformation and/ or sales of en-
ergy in any of form and nature, directly or through intermediar-
The Extraordinary Shareholders´ Meetings of Enersis Améri-
ies, as well as telecommunications activities and engineering
cas S.A. and its subsidiaries Endesa Américas S.A. and Chi-
consultancy services in the country and abroad. It may also
lectra Américas S.A. were held on September 28, 2016. The
invest and manage its subsidiaries and associated companies,
Meetings approved, among other issues, the second stage of
whether generating, transmitting, distributing or trading elec-
the corporate reorganization plan denominated “The Merger”.
tricity or whose business is any of the following: (i) energy, in
Therefore, Enersis Américas S.A., the absorbing entity, ac-
any forms or nature, (ii) the supply of public utilities or whose
quired all the assets and liabilities of Chilectra Américas S.A.
main input is energy, (iii) telecommunications and information
and Endesa Américas S.A., the subsidiaries, succeeding them
technology, and (iv) internet-based intermediation services. To
in every right and obligation and incorporating to Enersis
comply with its corporate purpose, the Company will carry out
Américas S.A. the entirety of shareholders and equity of Chi-
the following functions:
lectra Américas S.A. and Endesa Américas S.A.
a) Promote, organize, build, modify, dissolve, or sell compa-
A Meeting held on December 1, 2016 agreed that, after the
nies of any nature, which have similar corporate purposes.
Merger, Enersis Américas S.A would change its name to “Enel
b) Propose investment, financing, and business policies to
Américas S.A.”. The Meeting was formalized in a public deed
subsidiaries, as well as accounting criteria and systems
dated October 18, 2016, granted by Iván Torrealba Acevedo,
that these should follow.
Notary Public, whose extract was registered on pages 79,974
c) Supervise the management of subsidiaries.
No. 43,179 of the Commerce Registry in 2016 of the Property
d) Provide subsidiaries or affiliates with the necessary fi-
Registrar in Santiago and was published in the Official Journal
nancing so they can carry out their business and provide
on October 29, 2016.
management services; financial, technical, legal, and au-
diting advice; and in general, any type of service deemed
The functional currency of the Company was changed from
necessary for their best performance.
pesos to US dollars at the Extraordinary Shareholders´ Meet-
ing held on April 27, 2017, thus modifying the fifth permanent
Apart from its main corporate purpose and always acting with-
article and the first transitory article of the Company’s bylaws.
in the limits established by the Investment and Financing Pol-
Corporate
purpose
The company’s corporate purpose is indicated in the modifi-
cation approved by the Extraordinary Shareholders´ Meeting
held on September 28, 2016, formalized in a public deed on
icy approved by the Shareholders Meeting, The company may
invest in:
1. - The acquisition, operation, construction, rental, adminis-
tration, intermediation, trading, and transfer of all kinds of
movable and immovable assets, either directly or through
subsidiaries or affiliates.
2. - All kinds of financial assets, including shares, bonds and
debentures, commercial papers and, in general, all kinds
of titles or securities and company contributions, either
directly or through subsidiaries or affiliates.
05. Identification of the company and constituent documents
21
22
Annual Report Enel Américas 2019 06.
PROPERTY AND
CONTROL
06. Property and control
23
Ownership
structure
Controller
identification
Ownership
structure
Pursuant to Title XV of Law No. 18.045, Enel Américas S.A. is
a publicly traded company directly controlled by Enel S.p.A.,
an Italian share Company, holding 57.262213% of the shares
issued by Enel Américas S.A.
Enel S.p.A shareholders
Shareholding
The Company’s capital is divided into 76,086,311,036 shares,
Ministero dell’Economia e delle Finanze de Italia
Capital Research and Management Company
Other investors (Institutional and Retail)
with no nominal value, all the same single series and each
Total
share representing one voting right, with no state-owned pref-
23.6%
5.03%
71.37%
100.0%
erential shares.
Controller’s members do not have a joint action agreement.
As of December 31, 2019, all shares were subscribed and
paid-in, and were distributed as follows:
Shareholders
Enel S.p.A.
Chilean pension funds
Number of
share
43,568,705,287
10,693,407,523
ADR´S (Citibank N.A. according to
circular N°1,375 of the CMF)
Foreign Investment Funds
5,063,569,028
1,440,251,353
Shareholding
57.26%
14.05%
6.66%
1.89%
Custodian banks
11,408,472,227
14.99%
Stockbrokers, insurance
companies, mutual funds
Other shareholders
Total Shares
2,653,045,608
1,258,860,010
3.49%
1.65%
76,086,311,036
100.00%
24
Annual Report Enel Américas 2019 List of the twelve main shareholders
of the Company
As of December 31, 2019, 22.897 shareholders owned Enel Américas. The twelve main shareholders were:
Name or Company Name
ENEL SPA
CITIBANK N.A. AS PER S.V.S. CIRCULAR 1,375
BANCO ITAU CORPBANCA ON BEHALF OF FOREIGN INVESTORS
BANCO DE CHILE ON BEHALF OF NON-RESIDENT THIRD PARTIES
BANCO SANTANDER ON BEHALF OF FOREIGN INVESTORS
AFP HABITAT S A FOR PENSION FUND C
JP MORGAN SECURITIES INC
AFP PROVIDA S.A. FOR PENSION FUND C
AFP CUPRUM S A FOR PENSION FUND C
AFP CAPITAL S A FOR PENSION FUND C
AFP HABITAT S A FOR PENSION FUND A
BANCO DE CHILE ON BEHALF OF CITI NA NEW YORK CLIE
Subtotal twelve major shareholders
Other 22,885 shareholders
TOTAL 22.897 SHAREHOLDERS
ID number
59243980-8
59135290-3
97023000-9
97004000-5
97036000-K
98000100-8
47009201-7
76265736-8
76240079-0
98000000-1
98000100-8
97004000-5
Number of
Shares
Shareholding
43,568,705,287
57.26%
5,063,569,028
3,826,905,816
3,470,280,340
2,746,735,699
1,636,171,795
1,354,774,697
1,304,096,888
874,378,342
827,524,845
788,829,048
653,683,355
66,115,655,140
9,970,655,896
76,086,311,036
6.66%
5.03%
4.56%
3.61%
2.15%
1.78%
1.71%
1.15%
1.09%
1.04%
0.86%
86.90%
13.10%
100.00%
There are no shareholders representing the founding families of the Company and neither are there people related to the gov-
ernment or state entities owning shares exceeding 5% of the ownership.
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06. Property and control
25
Most significant changes in
ownership
In 2019, the most important changes in the ownership of Enel Américas are as follows:
Name or Company Name
ENEL SPA
CITIBANK N.A. AS PER SVS CIR- LETTER 1,375
BANCO DE CHILE ON BEHALF OF NON-RESIDENT THIRD PARTIES
ID Number DV
59243980
59135290
97023000
BANCO DE CHILE ON BEHALF OF NON RESIDENT THIRD PARTIES 97004000
AFP HABITAT S A
BANCO SANTANDER ON BEHALF OF FOREIGN INVESTORS
AFP PROVIDA S.A.
AFP CUPRUM S A
AFP CAPITAL S A
JP MORGAN SECURITIES INC
AFP MODELO S.A
BANCO DE CHILE ON BEHALF OF CITI NA NEW YORK CLIE
BANCHILE C DE B S A
AFP PLANVITAL S A
BANCO DE CHILE ON BEHALF OF CITI NA LONDON CLIENT
98000100
97036000
76265736
76240079
98000000
47009201
76762250
97004000
96571220
98001200
97004000
BANCO SANTANDER-HSBC BANK PLC LONDON CLIENT ACCOUN 97036000
SANTANDER CORREDORES DE BOLSA LIMITADA
LARRAIN VIAL S A CORREDORA DE BOLSA
BTG PACTUAL CHILE S A C DE B
CREDICORP CAPITAL SA STOCKBROKER
BANCHILE ADM GENERAL DE FONDOS S A
NEVASA S.A STOCKBROKER
96683200
80537000
84177300
96489000
96767630
96586750
SOC ADM DE FDOS DE CESANTIA DE CHILE II SA FDO CESANTIA
76237243
FONDO MUTUO ETF IT NOW IPSA
VALORES SECURITY S A C DE B
BCI C DE B S A
FONDO MUTUO SECURITY INDEX FUND CHILE
MONEDA RENTA VARIABLE CHILE INVESTMENT FUND
SANTIAGO STOCK EXCHANGE
CHILEAN ELEXTRONIC STOCK EXCHANGE
BICE INVERSIONES CORREDORES DE BOLSA S A
SECURITY SELECTIVE MUTUAL FUND
FONDO MUTUO COMPASS CHILEAN SHARES
FONDO MUTUO BTG PACTUAL CHILEAN SHARES
MBI ARBITRAGE INVESTMENT FUND
96980650
96515580
96519800
76724796
96684990
90249000
96551730
79532990
76724781
96804330
96966250
76023598
26
Number of
shares on
12/31/2018
Number of
shares on
12/31/2019
29,762,213,531
43,568,705,287
4,384,417,428
5,063,569,028
2,344,499,854
3,826,905,816
3,210,128,764
3,470,280,340
1,671,887,493
3,415,942,773
2,401,980,484
2,746,735,699
2,247,892,567
2,395,480,947
1,633,734,907
2,041,715,525
1,646,207,724
1,775,188,309
761,063,736
1,354,774,697
485,430,607
664,919,210
0
653,683,355
632,343,103
472,409,018
261,383,565
397,294,871
0
322,252,105
178,732,113
248,522,220
228,911,532
197,920,567
510,591,005
193,658,585
232,602,612
136,785,866
180,711,143
112,049,449
72,148,160
104,989,910
84,173,496
95,153,974
63,857,081
94,432,227
83,225,232
89,037,332
161,924,711
86,559,401
145,365,493
75,077,782
95,163,598
68,648,776
70,409,000
64,766,350
79,450,154
15,248,732
51,307,517
9,859,722
236,490,136
58,129,734
24,198,984
10,501,887
23,061,699
10,101,922
21,900,728
7,236,515
175,518,448
26,692,310
VARIATION PP
0.1815
0.0089
0.0195
0.0034
0.0229
0.0045
0.0019
0.0054
0.0017
0.0078
0.0024
0.0086
-0.0021
0.0018
0.0042
0.0009
-0.0004
-0.0042
-0.0013
-0.0009
0.0004
0.0001
0.0004
0.0001
-0.0010
-0.0009
-0.0003
-0.0001
-0.0008
-0.0005
-0.0023
-0.0002
-0.0002
-0.0002
-0.0020
8
3
9
5
8
K
8
0
1
7
3
5
8
K
5
K
2
9
4
5
6
3
6
9
5
8
6
8
0
8
0
8
7
7
9
Annual Report Enel Américas 2019 Stock Exchange transactions carried
out by related individuals in 2019
Type of
person
Legal
Person
Legal
Person
Legal
Person
ID number
DV
Name /Comp.
name
Date
transaction
Date trans.
reported to
S.A.
Series
No. shares Unit price
Trans. amount Observations
59,243,980
8
Enel SpA
28/08/2019
08/28/2019
Single
294,771,295
116.97
34,479,111,564
79,880,230
59,243,980
5
8
Inversiones
Santa Veronica
Ltda
24/07/2019
07/24/2019
Single
1,644,618
112.1
184,376,529
Enel SpA
15/07/2019
07/15/2019
Single
10,639,088,791
110.41
1,174,628,769,683
Company related
to director Hernán
Somerville Senn.
These shares
remain in custody of
Credicorp
Summary of Directors’ Committee
and shareholders comments and
proposals
Enel Américas S.A. received no comments or proposals regarding the Company´s business between January 1 and December
31, 2019 made by the Directors´ Committee or shareholders who own or represent 10% or more of the shares issued with
voting rights, pursuant to Article 74 of Law No. 18.046 and 136 of the Regulations of Publicly Traded Companies.
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06. Property and control
27
28
Annual Report Enel Américas 2019 07.
ADMINISTRATION
07. Administration
29
C
Chairman
Francisco de Borja Acha Besga
Attorney at Law, Universidad Complutense de Madrid
DNI: 05263174-S
From 04.28.2016 (1)
D
DIRECTOR
José Antonio Vargas Lleras
Attorney at Law
Universidad Colegio Mayor del Rosario, Colombia
DNI: 79,312,642
From 04.28.2016
Livio Gallo
Electronic Engineer
Universidad Politécnica de Milán
DNI: AV 0246369
From 04.28.2016
Enrico Viale
Engineer Degree
Universidad Politécnica de Turín
MBA Business School
Universidad de Santa Clara
DNI: AU 2580379
From 04.28.2016
Hernán Somerville Senn
Lawyer
Universidad de Chile
Master of Comparative Jurisprudence
University of New York
DNI: 4.132.185-7
From 04.28.2016(2)
Domingo Cruzat Amunátegui
Industrial civil engineer
Universidad de Chile
MBA The Wharton School of Pennsylvania
University
ID number: 6,989,304-K
From 04.28.2016
Patricio Gómez Sabaini
Business Administration Degree
George Mason University, Virginia
Master of Business Administration
George Washington University, Washington DC
Passport: 16941675N
From 04.28.2016
(1) He was originally appointed Director of the former Enersis Américas S.A.
on 06.30.2015, currently Enel Américas.
(2) He was originally appointed Director of the former Enersis Américas S.A.
on 07.29.2015, currently Enel Américas
30
Annual Report Enel Américas 2019
Board of Directors
1
5
2
6
3
7
4
1. CHAIRMAN
Francisco de Borja Acha Besga
Attorney at Law, Universidad
Complutense de Madrid
DNI: 05263174-S
From 04.28.2016 (1)
2. DIRECTOR
José Antonio Vargas Lleras
Attorney at Law
Universidad Colegio Mayor del
Rosario, Colombia
DNI: 79.312.642
From 04.28.2016
3. DIRECTOR
Enrico Viale
Engineer Degree
Universidad Politécnica de Turín
MBA Business School
Universidad de Santa Clara
DNI: AU 2580379
From 04.28.2016
4. DIRECTOR
Livio Gallo
Electronic Engineer
Universidad Politécnica de Milán
DNI: AV 0246369
From 04.28.2016
5. DIRECTOR
Hernán Somerville Senn
Lawyer
Universidad de Chile
Master of Comparative
Jurisprudence
University of New York
DNI: 4,132,185-7
From 04.28.2016 (2)
6. DIRECTOR
Domingo Cruzat Amunátegui
Industrial civil engineer
Universidad de Chile
MBA The Wharton School of
Pennsylvania University
ID number: 6,989,304-K
From 04.28.2016
7. DIRECTOR
Patricio Gómez Sabaini
Business Administration Degree
George Mason University, Virginia
Master of Business Administration
George Washington University,
Washington DC
Passport: 16941675N
From 04.28.2016
(1) He was originally appointed Director of the former Enersis Américas S.A. on 06.30.2015, currently Enel Américas.
(2) He was originally appointed Director of the former Enersis Américas S.A. on 07.29.2015, currently Enel Américas.
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07. Administration
31
Enel Américas is managed by a Board of Directors made up by
•
The Board periodically meets with the Internal Audit group
seven members, who remain in office for a three-year period
to analyze the annual audit plan, monitor action plans,
and may be re-elected. The Board was appointed at the Ordi-
review the effectiveness of the crime prevention model
nary Shareholders’ Meeting held on April 30, 2019. According
implemented by the Company, as well as other issues de-
to the Law on Corporations, should there be a Director’s va-
tailed in the Ethics and Transparency section.
cancy, the whole board shall be renewed at the next ordinary
shareholders’ meeting, and, in the meantime, the Board may
•
The Board meets with the Sustainability Management on
name a substitute. The Company does not consider any sub-
a quarterly basis, to discuss, among others, the effective-
stitute members.
ness of the policies adopted by the Company and related
to social responsibility and sustainable development and
•
In 2019, the Director Training Program was implemented to
the existence of goals and development milestones of
contribute to improving our Directors’ knowledge through
sustainability indicators.
training sessions in various subjects. Some of the subjects
covered during the 2019 program are related to “Relevant
•
The Board meets with the External Auditors on a quarterly
Aspects of Sustainability: Analysis of Certification Entities
basis, complying with the voluntary practice contained in
and Monitoring Indicators”, “New Accounting Standards
General Standard No.385 issued by the Financial Markets
Applicable to the Company”, among others.
Committee to review matters related to the audit plan and
•
The Company, in preparation for the Shareholders’ Meet-
others.
ing, publishes on its website the resumes of the candi-
dates for Directors so that the Company´s shareholders
•
The Board has an electronic dispatch system, which allows
can be informed in a timely manner about the candidates´
directors to securely, remotely and permanently access
capabilities, conditions and experience.
documentation related to board sessions, made available
to directors at least 3 days before each session. It also
•
The Company’s Risk Policy was approved at a Board ses-
aims to achieve a fully paperless management of all docu-
sion held on March 23, 2016. The Board meets at least
mentation.
once every quarter with the Risk Management Commit-
tee to analyze the risk matrix, which includes sustainability
•
The Company has set up an Ethics Channel, governed
risks and mitigation measures.
by the whistleblowing policy, which has been duly com-
municated to the Company’s employees. This channel is
•
The Company has established an induction procedure for
available to employees, contractors, suppliers, clients,
new Directors in matters considered necessary for the cor-
communities, and other stakeholders, with access avail-
rect development of their work that would permit them
able via telephone, face-to-face interaction and digital
an effective and informed integration into the Company´s
means through the Company’s website. Complaints are
business. The procedure consists of a dispatch of docu-
subsequently investigated by the Audit Management de-
mentation related to the Company´s mission, vision, prin-
partment and reported to the Directors´ Committee.
ciples and corporate values, its businesses and strategic
objectives, markets in which it operates, economic and
• Since 2017, the Board has implemented at least two annual
financial position, inclusion, diversity and sustainability pol-
visits to some units or facilities of the Enel Group, to learn
icies and risk control, among others.
about the status and operation of these units and facilities
and the main functions and concerns of those who carry
•
The Company has established contingency plans to react
them out.
to critical events or crises, through the formation of ad-hoc
committees, made up of experts who can deal with the
•
The Company’s bylaws do not provide for the appointment
crises or the event in question.
of Alternate Directors.
32
Annual Report Enel Américas 2019 Compensations of the
Board of Directors
and the Directors’
Committee
Pursuant to Article 33 of Law No. 18,046 on Corporations, the Ordinary Shareholders’ Meeting held on April 30, 2019 approved
the compensations for the Board of Directors and the Directors’ Committee for the 2019 accounting period. The compensation
for the Board of Directors is a fixed monthly payment, part at any event and the other part per event. The compensation con-
sists of 216 UF (development units or Unidades de Fomento) as the fixed monthly remuneration at any event and 79.2 UF as
an attendance fee per Board meeting with a maximum of 16 sessions. The compensation of the Chairman of the Board will be
twice the compensation of a Director.
The compensation of the Directors’ Committee consists of a fixed monthly amount, part at any event and the other part as
per event. This compensation consists of 72 UF (development units or Unidades de Fomento ) at any event and 26.4 UF as an
attendance fee per Board meeting with a maximum of 16 sessions.
All compensation expenses in 2019 reached US$ 621,804 and are shown in the following table. The Board of Directors did not
incur any expenses for external consulting services.
2019
Amounts in US$
Name
Francisco de Borja Acha (1)
José Antonio Vargas Lleras (1)
Livio Gallo (1)
Enrico Viale (1)
Hernán Somerville Senn
Domingo Cruzat Amunátegui
Patricio Gómez Sabaini
Total
Position
Chairman
Director
Director
Director
Director
Director
Director
Ordinary and
extraordinary
sessions of the
Board
Committee
Fixed
compensation
Ordinary and
extraordinary
sessions of the
Board
Board Fixed
compensation
Total
2019
102,832
102,832
102,832
308,496
56,552
56,552
56,552
34,277
34,277
34,277
169,656
102,832
13,607
13,607
13,607
40,820
207,268
207,268
207,268
621,804
Total compensation expenses in 2018 reached US$ 642,836 and are shown below. The Board of Directors did not incur any
expenses for external consulting services.
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07. Administration
33
2018
Amounts in US$
Name
Francisco de Borja Acha (1)
José Antonio Vargas Lleras (1)
Livio Gallo (1)
Enrico Viale (1)
Hernán Somerville Senn
Domingo Cruzat Amunátegui
Patricio Gómez Sabaini
Total
Position
Chairman
Director
Director
Director
Director
Director
Director
Ordinary and
extraordinary
sessions of the
Board
Committee
Fixed
compensation
Ordinary and
extraordinary
sessions of the
Board
Total
2018
Board Fixed
compensation
103,798
103,798
103,798
311,394
62,032
62,032
59,253
34,636
34,636
34,636
183,318
103,909
14,739
14,739
14,739
44,216
215,205
215,205
212,426
642,836
(1) Messrs. Francisco de Borja A., José Antonio Vargas Ll., Livio Gallo and Enrico Viale, rejected compensation payments.
Social
responsibility
and
sustainable
development
Board diversity
0
7
7
2
1
1
1
2
7
Number of people by gender:
Female
Male
Total
Number of people by nationality:
Chilean
Spanish
Argentinean
Colombian
Italian
Total
34
Number of people by age range:
Between 41 and 50 years old
Between 51 and 60 years old
Between 61 and 70 years old
Over 70 years old
Total
Number of people by seniority:
Less than 3 years
Between 3 and 6 years
More than 12 years
Total
0
3
3
1
7
0
6
1
7
Review
of the
Board of
Directors´
expenses
In 2019, the Board of Directors did not incur any expenses in
consultation services..
Annual Report Enel Américas 2019
s
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Property
over Enel
Américas
As of December 31, 2019, according to the Shareholders’
Register, none of the current Directors had any ownership of
the Company. However, Director Mr. Hernán Somerville is a
controlling shareholder in Inversiones Santa Verónica Limita-
da, an entity that owns 5,044,782 of the Company´s shares.
Directors’
Committee
Committee. At the ordinary session of the Directors’ Com-
mittee held on April 30, 2019, Mr. Hernán Somerville Senn
was appointed Chairman of the Directors’ Committee and Mr.
Domingo Valdés Prieto, Secretary of the Committee.
Directors’
Committee
annual
management
report
The Directors’ Committee held thirteen sessions in 2019.
Pursuant to Article 50 bis of Law No. 18.046 on Corporations,
Enel Américas S.A.´s Directors’ Committee is made up by
three members, with powers and duties as set forth in said ar-
ticle as well as those delegated by the Board and established
in the Director’s Committee´s Regulations.
At the 2019 sessions, the Director’s Committee addressed
subjects within the area of their competence, fully complying
with their obligations pursuant to Article 50 bis of Law 18.046
on Corporations and the Sarbanes Oxley Act of the United
States of America, as well as other applicable regulations.
On June 29, 2005 the Company’s Board of Directors estab-
lished an Audit Committee composed by three Directors who
are also members of the Board, pursuant to the Sarbanes-Ox-
ley Act and corporate governance regulations of the NYSE.
Subsequently, on April 22, 2010, the Company’s bylaws were
amended at the Extraordinary Shareholders´ Meeting, and the
Audit Committee merged with the Directors’ Committee.
As of January 1, 2019, the three members of the Directors’
Committee of Enel Américas S.A. were: Messrs. Hernán
Somerville (independent), Domingo Cruzat Amunátegui (in-
dependent) and Patricio Gómez Sabaini (independent). Mr.
Hernán Somerville Senn was Chairman and Financial Expert
and Mr. Domingo Valdés Prieto was Secretary of the Direc-
tors’ Committee.
At the Board of Directors´ ordinary session held on April 30,
2019 Messrs. Hernán Somerville Senn, Patricio Gómez Sa-
baini and Domingo Cruzat Amunátegui were appointed as
members of the Directors’ Committee. Mr. Hernán Somer-
ville Senn was appointed Financial Expert of the Directors’
1. Consolidated
financial statements
At the ordinary session held on February 27, 2019, the follow-
ing documents were unanimously confirmed as having been
reviewed: the Consolidated Financial Statements as of Decem-
ber 31, 2018, its Notes, the Income Statements and Significant
Events, as well as the External Auditor’s and Account Inspec-
tors´ opinions. At the ordinary session held on April 25, 2019,
the Directors’ Committee unanimously confirmed as having
been reviewed: The Company´s Consolidated Financial State-
ments as of March 31, 2019, its Notes, the Income Statement
and Significant Events.
At the extraordinary session held on April 25, 2019, the Direc-
tors’ Committee unanimously confirmed having reviewed the
Company´s Income Statement pursuant to NIIF as incorporat-
07. Administration
35
ed into Form 20-F so that it could be filed with the US Securities
During the 2019 financial year, the Directors´ Committee did
and Exchange Commission (SEC) to comply with the regula-
not examine new operations between related parties, notwith-
tions and requirements issued by said public authority.
standing the analysis of the external auditors’ reports on opera-
tions with previously approved related parties.
At the extraordinary session held on July 31, 2019, the Direc-
tors’ Committee unanimously confirmed having reviewed the
Company´s Consolidated Financial Statements as of June 30,
2019, its Notes, Financial Statement Analysis, Income State-
ment and Significant Events, as well as the opinions issued by
external auditors on July 31, 2018, signed by Mr. Gastón Villar-
roel Olivares, partner of EY Audit SpA.
At the ordinary session held on October 28, 2019, the Directors’
Committee unanimously confirmed having reviewed the Com-
pany´s Consolidated Financial Statements as of September 30,
2019; its Notes, the Income Statement, Significant Events and
the report related to the operations between related parties
4. Supervision
and evaluation of
External Auditors
At the ordinary session held on February 27, 2019, the Com-
mittee unanimously evaluated as reasonable the work of EY
Audit SpA, the Company´s external auditors carried out during
prepared by the external auditors.
fiscal year 2018. .
2. Review of
services to be
offered by External
Auditors
5. External Auditors´
report on money
orders and brokerage
At the ordinary session held on February 27, 2019, the Direc-
tors’ Committee unanimously agreed to register that they
The ordinary sessions held on January 23, February 27, March
had formally and expressly received the report on money bro-
27, and November 25, all held in 2019, analyzed the services
kerage and money orders prepared by the external auditors,
provided by the Company´s external auditors but which were
EY Audit SpA issued on February 27, 2019. The Committee
not part of a recurring external audit. The committee unani-
also indicated that even though the described regulation was
mously agreed to declare that they did not compromise the
no longer in place, the legal obligation which indicates that
technical reliability or the independence of judgment of the re-
companies which have not been formally authorized by the
spective external auditing companies, pursuant to Section 202
competent public authority may not carry out private commer-
of the Sarbanes Oxley Act, article 242, final subsection, of Law
cial activity reserved for banks or carry out money brokerage
18.045 of the Securities Market and in the Regulations issued
transactions was still valid.
by the Directors’ Committee.
3. Review of
operations
between related
parties
36
6. Review of the
internal control
letter - FMC Official
Notification No. 422
Annual Report Enel Américas 2019 s
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The Directors’ Committee discussed this issue during the session
held on February 27, 2019. On December 6, 2007, the National
Stock Market Commission issued Official Notification No. 422,
complementing Notification No. 980 issued on December 24,
1990. The Notification provides specific instructions regarding in-
ternal control procedures, providing an interim report and extend-
ing the period indicated in Notification No. 980 for internal auditors
to submit the final internal control report, indicating that it should
be handed in no later than the date on which the Board of Direc-
tors is informed of the financial statements for the period ending
on December 31 of each year.
Mr. Hernán Somerville Senn, Chairman of the Directors’ Com-
mittee, indicated that these regulations were revoked, however
despite the revocation, article 246 of Law on the Securities Mar-
ket, among other subjects, established that external audit should
inform the Board and the Directors’ Committee of any deficiencies
detected in external audits in order to adopt and maintain standard
accounting practices, system management and internal audits,
identify discrepancies between accounting principles related to
financial statements and relevant criteria generally applied in the
industry where the Company carries out its business, as well
as the compliance with the Company’s and its subsidiaries´ tax
covered in the
NCG No. 385
At the ordinary session held on February 27, 2019, the Com-
mittee unanimously confirmed having reviewed the matters
referred to in paragraph 1 d) of the CMF General Standard
Norm No. 385 as presented by the External Auditors, who
emphasized that none of the hypotheses described in sec-
tions ii, iii and v of the numeral had occurred
8. External
Auditors´ fees for
fiscal year 2018
obligations included in the referred external audit, therefore the
At the ordinary session held on January 23, 2019, the Direc-
necessity to inform internal control situations detected by EY was
tors’ Committee unanimously confirmed having reviewed the
still required.
payments for the external auditors made by the companies of
the Enel Américas Group and to different audit firms in 2018.
He added that the aforementioned revocation when it was issued
did not affect the submission terms mandated by NCG No. 30 for
This way, and as informed in this report, the Directors´ Com-
the provision of Financial Statements and, therefore, it was nec-
mittee fully complied with the obligations pursuant to Article
essary to understand that the internal control report was part of
50 bis of Law No. 18.046 on Corporations.
the information to be provided by external auditors during the first
quarter of each year, together with the review and the approval of
the annual Financial Statements. As such, at the ordinary session
held on February 29, 2019, the Directors’ Committee unanimously
agreed to register and confirm that they had been formally and
expressly informed they had to comply with aforementioned reg-
ulation through the Internal Control Letter issued on February 27,
2019., prepared by EY Audit SpA to comply with said regulation.
7. External
Auditors´ review
of matters
9. External audit
contract between
Enel Américas S.A.
and EY Audit SpA
for fiscal year 2019
At the ordinary session held on April,30 2019, the Directors´
Committee acting unanimously confirmed having examined
the contract to be signed between Enel Américas S.A. and EY
External Auditors.
07. Administration
37
10. Proposal of
External Auditors
12. Proposal of
private risk rating
agencies
At the ordinary session held on February 27, 2019, the Di-
rectors’ Committee unanimously agreed to ask the Board of
Directors to suggest Feller Rate Clasificadora de Riesgo Lim-
itada and Fitch Chile Clasificadora de Riesgo Limitada as the
national risk classifiers at the respective Shareholders´ Meet-
ing; and the firms Fitch Ratings, Moody’s Investors Services
and Standard & Poor International Ratings Services as private
international risk classifiers, for the 2019 financial year.
13. Analysis of
Complaints Filed
with the Ethics
Channel
At the ordinary session held on January 23, 2019 and at the
ordinary session held on August 29, 2019 the Directors’ Com-
mittee unanimously issued their opinion on each of the pre-
sented complaints, providing the guidelines to be followed for
each one and confirming what has been resolved by this chan-
nel, stating that it is the Chairman of the Directors’ Commit-
tee who must call for an extraordinary meeting of the afore-
mentioned body should, in the opinion of the Chairman of the
Committee, such complain merit a meeting.
At the ordinary session held on March 27, 2019, the Directors’
Committee unanimously agreed to ask the Board to suggest
the following order of precedence for the nomination of the
external auditors´ firms for Enel Américas for 2019 at the Or-
dinary Shareholders´ Meeting: 1st EY; 2nd PKF and 3rd BDO.
The fundamentals considered relevant to propose EY in the
first place as Enel Américas S.A.´s external auditor were as
follows: (i) EY presented the most competitive proposal ac-
cording to the verified technical and economic evaluations
among the proposals received; (ii) It Is highly qualified in
terms of available resource quality and it has an extensive ex-
perience in the electricity sector; (iii) It is one of the four most
important external audit firms both internationally and nation-
ally; (iv) It is the external audit company with the highest level
of synergy with Enel Américas S.A., since EY is also the main
external auditor for Enel S.p.A., Enel Américas S.A.´s control-
ler; and (v) The relationship between the Company and EY has
been evaluated as reasonable by the Directors´ Committee.
11. Form 20-F
presented to the
US Securities
and Exchange
Commission (SEC)
At the ordinary session held on April 25, 2019, the Directors´
Committee unanimously confirmed having reviewed the Finan-
cial Statements under NIIF as incorporated into Form 20-F, so
that it could be presented to the US Securities and Exchange
Commission (SEC) to comply with the regulations and require-
ments issued by said public authority..
38
Annual Report Enel Américas 2019 16. Expenditure
analysis of 2018
External Audit
At the ordinary session held on January 23, 2019 the pay-
ments made to the external auditors by Enel Américas and
the payments by its subsidiaries to different external audit
firms during the 2018 financial year were declared unanimous-
ly reviewed making a clear distinction between recurrent and
non-recurrent external audit services and services other than
external audit services, concluding that they had not affected
their independence or suitability.
This way, and as informed in this report, the Directors´ Com-
mittee has fully complied with the obligations.
Therefore, and as informed in this report, the Directors´ Com-
mittee has fully complied with the obligations established in
Article 50 bis of Law No. 18.046 on Corporations.
Expenses of
Enel Américas
S.A. Directors’
Committee
The Directors’ Committee did not make use of the expense
budget set aside for the Committee´s ordinary functions as
approved by the Ordinary Shareholders Meeting held on April
30, 2019.
s
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14. Review of the
compensation
system and
compensation
plans for the
Company´s
managers, senior
executives and
employees
At the ordinary session held on June 26, 2019, the Directors’
Committee unanimously confirmed having reviewed the pay-
ment systems and compensation plans of the Company’s
managers, senior executives, and employees.
15. Directors´
Committee
budget proposal
for 2019
At the ordinary session of February 28, 2018, the Directors’
Committee unanimously approved the Directors’ Committee
budget proposal for 2019 consisting of 10,000 UF or devel-
opment units known as Unidades de Fomento for expenses
related to the operation of the Committee and its advisors.
Similarly, the Directors’ Committee unanimously decided to
submit the proposal to the next Ordinary Shareholders’ Meet-
ing of Enel Américas S.A. to be held in April 2019 for its ap-
proval which will resolve the matter as per the sphere of its
competence.
07. Administration
39
C
Chairman
Francisco de Borja Acha Besga
Attorney at Law Universidad Complutense de Madrid
DNI: 05263174-S
From 04.28.2016
G
MANAGEMENTS
Internal Audit Officer
Raffaele Cutrignelli (1)
International Businesses Degree
Nottingham Trent University (United
Kingdom)
Audit and Internal Control Master’s Degree
Universitá di Pisa (Italy)
Certificate in Strategy, Innovation,
Management and Leadership
Massachusetts Institute of Technology (MIT)
ID number: 25.553.336-3
From 10.01.2016
CEO
Maurizio Bezzeccheri
Doctor Cum Laude degree in Chemical
Engineering
Università degli Studi di Napoli
R+D Development of Steam Generators
Official Professional Qualification for
engineering practice
ID number: 26.490.357-2
From 08.01.2018
Administration, Finance and Control Manager
Aurelio Bustilho de Oliveira
Business Administration
Universidad de Brasilia
MBA de Universidad Federal Rio Janeiro/ COPPEAD
ID number: 26.102.661-9
From 10.01.2018
Legal Counsel and Secretary of the Board
Domingo Valdés Prieto (1)
Lawyer
Universidad de Chile
Master´s Degree in Law of University of Chicago
ID number: 6.973.465-0
From 04.30.1999
Planning and Control Manager
Paolo Pescarmona (2)
Master´s in Economy and Business
Universita degli studi di Torino, Turin
Passport YB3239236
From 11.15.2019
Enel X South America Manager
Simone Tripepi
Engineer
Universita Degli studi di Roma “Tor Vergata”
ID number: 25.067.660-3
From 08.29.2019
(1) They also hold the same positions in Enel Chile.
(2) Paolo Pescarmona took over on November 15, 2019 from Bruno Stella.
Francisco Miqueles took office on February 26, 2020 replacing Paolo Pescarmona
40
Annual Report Enel Américas 2019 s
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Senior Management
1
4
2
5
3
6
1. CHIEF EXECUTIVE OFFICER
Maurizio Bezzeccheri
Doctor Cum Laude degree in Chemical Engineering
Università degli Studi di Napoli
R+D Development of Steam Generators
Official Professional Qualification for engineering practice
ID number: 26.490.357-2
From 08.01.2018
2. INTERNAL AUDIT OFFICER
Raffaele Cutrignelli (1)
International Businesses Degree
Nottingham Trent University (United Kingdom)
Audit and Internal Control Master’s Degree
Universitá di Pisa (Italy)
Certificate in Strategy, Innovation, Management and Leadership
Massachusetts Institute of Technology (MIT)
ID number: 25.553.336-3
From 10.01.2016
3. CHIEF FINANCIAL OFFICER
Aurelio Bustilho de Oliveira
Business Administration
Universidad de Brasilia
MBA de Universidad Federal Rio Janeiro/ COPPEAD
ID number: 26.102.661-9
From 10.01.2018
4. LEGAL COUNSEL AND SECRETARY OF THE BOARD
Domingo Valdés Prieto (1)
Lawyer
Universidad de Chile
Master´s Degree in Law of University of Chicago
ID number: 6.973.465-0
From 04.30.1999
5. PLANNING AND CONTROL OFFICER
Paolo Pescarmona (2)
Master´s in Economy and Business
Universita degli studi di Torino, Turin
Passport YB3239236
From 11.15.2019
6. HEAD OF ENEL X SOUTH AMERICA
Simone Tripepi
Engineer
Universita Degli studi di Roma “Tor Vergata”
ID number: 25.067.660-3
From 08.29.2019
(1) They also hold the same positions in Enel Chile.
(2) Paolo Pescarmona took over on November 15, 2019 from Bruno
Stella.
Francisco Miqueles took office on February 26, 2020 replacing Paolo
Pescarmona
07. Administration
41
Remunera-
tions of
managers
and senior
executives
In 2019, the remunerations and benefits received by the Chief
Executive Officer and senior executives totaled US$ 2,586 thou-
sand as fixed remuneration and US$ 21 thousand as benefits.
In 2018, the remunerations and benefits received by the Chief
Executive Officer and senior executives totaled US$ 2,586
thousand as fixed remunerations and US$ 99 thousand as
benefits.
The amounts included compensations for senior managers and
executives in office as of December 31 of each year, as well as
those who left the Company during the respective period.
Benefits for
Managers
and Senior
Executives
The Company provides its main executives and their family
group recognized as dependents with the benefits of supple-
mentary health insurance and a catastrophic insurance. Ad-
ditionally, the Company has purchased life insurance for its
main executives. These benefits are offered according to the
management level corresponding to the employee in any giv-
42
en moment. In 2019, the amount spent on benefits was US$
5,875, a value that is included in the remunerations received
by senior management
Incentive
plans for
managers
and senior
executives
Enel Américas implemented an annual bonus plan for its ex-
ecutives for meeting objectives and the level of their individ-
ual contribution to the Company´s results. This plan includes
bonuses that range according to the executives´ hierarchical
position. Bonuses offered to executives are established ac-
cording to a specific number of gross monthly salaries.
Severance
payments
for
managers
and senior
executives
There were no severance payments for years of services paid
to managers and senior executives in 2019.
Annual Report Enel Américas 2019
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Property
over Enel
Américas
As of December 31, 2018 the shareholders’ register reflected
that no main executives held any the Company´s ownership.
There are no prohibitions for the Chief Executive Officer and se-
nior executives to hold securities issued by the Company; how-
ever, they must report such securities and their transactions,
both pursuant to the Securities Market Law and the Company’s
Information Management Manual of Market Interest.
Brazil
Enel Brazil
Nicola Cotugno
Mechanical engineer
Università di Roma, La Sapienza
Enel Green Power Cachoeira Dourada
Fabio Destefani
Electrical engineer
Universidad Federal Fluminense
Enel Generación Fortaleza
Raffaele Enrico Grandi
Graduate in economic sciences
Universidad de Génova (Italy)
Enel Cien
Guilherme Gomes Lencastre
Production/Civil engineer
Pontificia Universidad Católica de Río de Janeiro
Enel Distribución Río
Artur Manuel Tavares Resende
Computer Engineer
Universidad Simón Bolívar/Venezuela
Administra-
tion of
main
subsidiaries
Enel Distribución Ceará
Charles de Capdeville
Electrical engineer
Universidad de Santa Úrsula
Enel Distribución Goiás
José Luis Salas Rincon
Electrical engineer
Universidad Rafael Urdaneta
Enel Distribución São Paulo
Max Xavier Lins
Electrical engineer
Universidad Federal de Pernambuco
Argentina
Enel Generación Costanera
Andrea Biasotto
Degree in mechanical - energetic engineering, industrial engineering
Università degli Studi di Padova
Enel Generación El Chocón
Daniel Garrido
Electrical engineer
Universidad Tecnológica Nacional
Edesur
Giuseppe Fanizzi
Electrical engineer
Politecnico di Bari
Central Dock Sud
Juan José Marcet
Electrical engineer
Universidad Tecnológica Nacional
Master’s in business administration
Universidad de Palermo
Colombia
Emgesa
Marco Fragale
Mechanical engineer
Politecnico de Milán
Codensa
Bertoli Francesco
Mechanical engineer
Universidad de Brescia
Peru
Enel Generación Perú
Rigoberto Novoa Velasquez
Mechanical engineer
Universidad Nacional de Ingeniería - Lima
Enel Distribución Perú
Simone Botton
Electrical engineer
Universidad Bologna - Roma
07. Administration
43
44
Annual Report Enel Américas 2019 08.
PEOPLE AND
ORGANIZATION
08. People and organization
45
Human Resources
Distribution
Staff distribution in Enel Américas as of December 31, 2019, including information related to the subsidiaries in the four coun-
tries where the Enel Group operates in Latin America and the joint control entities, was as follows:
Managers and
Senior Executives
Professionals
And Technicians
Employees and
Others
6
9
-
2
-
1
9
12
4
15
-
1
17
1
1
-
16
22
15
25
156
43
66
76
40
8
27
923
698
1,008
3,090
67
36
1,668
30
53
4
306
582
591
1,473
10,789
4
-
30
21
6
5
181
408
107
3,362
331
11
1,834
-
32
-
-
-
-
2
6,334
Total
53
75
106
63
14
33
1,113
1,118
1,119
6,467
398
48
3,519
31
86
4
322
604
606
1,500
17,279
Enel Américas
Enel Brasil
Cachoeira
Fortaleza
Volta Grande
Cien
Rio
Ceará
Goias
Sao Paulo
Costanera
Chocón
Edesur
Enel trading Arg
Dock Sud
CTM y TESA
Gx Perú
Dx Perú
Emgesa
Codensa
Total
(1) Includes senior executives shared with Enel Chile.
(2) Includes Enel X.
(3) Includes Enel Generación Piura.
46
Annual Report Enel Américas 2019
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Social responsibility and
sustainable development
Diversity
among Enel
Américas´ senior
management
Diversity in
the rest of Enel
Américas
Number of people by gender:
Female
Male
Total
Number of people by nationality:
Chilean
Brazilian
Italian
Total
Number of people by age:
Less than 30 years old
Between 30 and 40 years old
Between 41 and 50 years old
Between 51 and 60 years old
Between 61 and 70 years old
Total
Number of people by seniority:
Less than 3 years
Between 3 and 6 years
More than 6 and less than 9 years
Between 9 and 12 years
More than 12 years
Total
Number of people by gender:
Female
Male
Total
Number of people by nationality:
Brazilian
Chilean
Spanish
Peruvian
Romanian
Total
Number of people by age:
Less than 30 years old
Between 30 and 40 years old
Between 41 and 50 years old
Between 51 and 60 years old
Between 61 and 70 years old
Total
Number of people by seniority:
Less than 3 years
Between 3 and 6 years
More than 6 and less than 9 years
Between 9 and 12 years
More than 12 years
Total
-
6
6
1
1
4
6
-
1
1
3
1
6
3
2
-
-
1
6
19
34
53
2
47
2
1
1
53
16
17
10
9
1
53
14
9
8
3
19
53
08. People and organization
47
Women´s average
fixed salary in
relation to men
according to their
professional level
Human
Resources
Activities
Labor Relations
Contents:
Senior Management
Middle Management - Level 1
Middle Management - Level 2
Middle Management - Level 3
Professionals - Level 1
Professionals - Level 2
Administrative
Average
0%
72%
128%
67%
91%
97%
143%
91%
48
In 2019 the Company engaged in collective negotiations with
two unions, the first one with the Professionals´ Union held
in July to conclude the negotiations related to the Collective
Contract in a regulated negotiation, and subsequently in No-
vember, in an early negotiation with the Administrative Staff
Union. Both processes were concluded successfully and to
the satisfaction of the involved parties, in a peaceful atmo-
sphere with collective agreements in place for the next three
years.
In 2019, the Company continued holding regular meetings
with the unions, leading to an open dialogue with the employ-
ees’ representatives and improving work conditions and the
environment at the workplace.
Safety and
occupational
health
For Enel Américas, protecting our employees´ health and safe-
ty conditions are fundamental elements that respond to our
organization’s concern to keep our employees healthy and fit
for the work they carry out, as well as to prevent and control
accidents and/or work-related diseases.
Enel Américas has implemented the following preventive and
informative health initiatives:
Annual Report Enel Américas 2019
Health Program Dissemination
and Promotion
The company has organized several activities (posters, mail-
ing, graphics, competitions among others) aimed at training,
educating, and improving our employees´ life quality.
> March: Anti-stress campaign: including practical recommen-
dations on how to face the causes of work-related stress.
> April: Immunization campaign, a massive invitation to get
immunized against influenza.
> May: Anti-tobacco campaign, including advice on how to
give up smoking.
> June: Colon and gastric cancer prevention campaign: rec-
ommendations for the timely detection of these diseases
through preventive examination.
Immunization program
The immunization of Enel Américas’ employees is a measure
aimed at preventing diseases and a potential mass contagion.
The Company provides each employee with vaccines to coun-
teract seasonal influenza outbreaks. The Company also plays
an active role throughout the year in the Traveler Medicine
Program (preventive vaccines for employees who must work
abroad).
•
The influenza prevention campaign takes place during
the first quarter of the year, targeting the outbreak that
usually starts in early June.
Preventive exams program
> July: Viral contagion and respiratory diseases prevention:
practical recommendations on how to prevent infections.
Its purpose is for employees´ to undergo periodic medical
evaluations for an early detection of alterations or pathologies
> August: Heart disease prevention campaign: practical rec-
ommendations on heart disease prevention and self-care
which potentially might harm their health. This initiative is ad-
dressed to all employees of the Company and is carried out
> September: Prostate and cervical cancer prevention cam-
through a specific gender and age-appropriate protocol.
paign, an invitation to preventive examinations.
> October: Breast cancer prevention campaign: an invitation
to participate in disease prevention through its early detec-
tion and self-examination.
> November: Healthy eating campaign: practical recommen-
dations on how to improve nutrition, for a healthier lifestyle.
> December: Skin cancer prevention campaign: recommen-
dations on skin care to protect it from ultraviolet radiation
and other agents.
Cardiovascular risk preven-
tion program
It is a preventive program that seeks to create changes in peo-
ple´s behaviors and habits through nutritional evaluations and
directed fitness exercises, improving altered medical param-
eters. This program is aimed at all workers who, according to
preventive examination evaluation, have two or more Cardio-
vascular Risk factors.
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08. People and organization
49
People
management
Work environment manage-
ment
Work environment management and commitment are funda-
mental cornerstones of Enel América’s strategy. Every two
years the Company implements the Environment and Safety
Survey. In 2018, 93% of the employees in Chile took part In
the survey.
Enjoyable work environment is the Company´s priority and
aimed at achieving friendly relations with our staff members
who are part of the Company´s valuable human resources.
Therefore, we have continued implementing several initiatives
to maintain our employees’ motivation, satisfaction and com-
mitment, in the areas of leadership, communication, meritoc-
racy and development, conciliation measures and good labor
practices.
tives under the People & Organization heading, every day in-
forming and explaining topics of interest focused on people man-
agement. The program even has a radio show, a website, best
practice manuals for managers and employees, among others.
In 2019, a new and revamped Recognition Program was es-
tablished, called Protagonistas Enel. The program focuses
on the actions that drive meritocracy and recognition, and it
seeks to enhance a culture of recognition within the Com-
pany and create formal instances where colleagues promote
the achievements of other colleagues, and where the orga-
nization identifies high value initiatives for the Company. The
tradition of ceremonies organized by the Company was also
maintained where, among other initiatives, outstanding em-
ployees and their careers were recognized.
At Enel Américas, feedback opportunities offered by manager
to employees are instances that permit to forge closer rela-
tionships, to improve transparency, clarify expectations and
support employees´ professional development. Through the
Open Feedback program, the continuous feedback culture is
encouraged along the entire network, throughout the year,
guiding employee development as well as the formation of
high-performance teams.
In 2019, 82 initiatives were carried out in different manage-
ment areas of the Enel Group companies in Chile. They in-
cluded setting up labor environment committees aimed at
improving working environment with a cross-sectional repre-
sentation from different teams.
The Company also carried out work aimed at flexible work-
ing practices such as remote work and deferred income, as
well as a number of collaborative work and companionship-fo-
cused activities whose main aim was to develop relational and
contributive skills in work teams, to strengthen trust and align
common objectives.
Enel Américas has implemented a program to promote and
strengthen the role of leaders in creating corporate environ-
Diversity
ments that lead to our employees´ increased satisfaction and
development. The “Leader to Coach” program has been de-
signed to leverage leadership and the role of Manager in our
“Open Power” culture promoting an active and strategic role
focusing on enlisting their teams and promoting employee
learning. It is a comprehensive program to foster accompa-
nied training and education that involves the development
of an individual itinerary tailor made for each employee. The
activities included in this program are: 360 evaluation, work-
shops for skills development, creation of a management net-
work based on good practices.
To establish a permanent and close contact with employees,
Enel Américas has implemented several communication initia-
For Enel Américas, diverse work team and inclusive work en-
vironments are fundamental to create an innovative culture
that makes it possible to hold diverging points of view that
improve and enrich workplace dynamics and constantly add
value to the company and its employees.
Under the Diversity Dimension and Inclusion Policy, Enel Améri-
cas has developed, as part of its strategy, a series of practices
related to gender, age, nationality, disability and transversality.
The policy promotes the principles of no discrimination, equal-
ity of opportunities, inclusion, and balance between personal
and professional lives, as well as the incorporation of funda-
mental values in the activities of the Group´s companies.
50
Annual Report Enel Américas 2019
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The Policy has established three general principles:
established by law and accredit them with State entities as
1. Reject any form of arbitrary discrimination, guarantee and
tain structural and necessary adjustments (dining room, bath-
promote diversity, inclusion and equality of opportunities.
rooms, ramps, marked parking lots, access to the auditorium,
2. Promote and maintain a climate of respect for people´s
elevators marked with the braille system, etc.) all around the
people with special needs. We also continued to work on cer-
dignity, honor and identity.
Company’s facilities.
3. Guarantee the highest standards of confidentiality in rela-
tion to any information related to employees´ private lives
In relation to transversality, the Company promoted awareness
that the Company might have access to.
workshops and courses about values related to diversity and
inclusion and flexible working arrangements. As part of the
In relation to gender, the Company is seeking to achieve a
R&D Week, we organized four interesting workshops: “Labor
balance in the initial stages of the recruitment and selection
Inclusion and People with Disabilities”, Gender Equity”, “Sexual
processes, and to build relationships with universities and pro-
harassment” and “Labor Harassment”.
fessional institutes to promote the participation and inclusion
of female students, especially in technical areas. We have also
In relation to awareness actions, the Enel Group in Chile partic-
implemented a Parental Program (for men and women), aimed
ipated in the Diversity and Inclusion week, with a play entitled
at balancing the needs of parents with their professional de-
“With Open Arms”, where different issues related to diversity
velopment. The program involves conversations during the pre
and inclusion were addressed in a fun way. And the activity
and postnatal periods, nutritional support, sports activities for
called “In Your Shoes for One Day” let employees experience
pregnant women, talks about what it means to be a parent cov-
the obstacles disabled people face every day.
ering topics such as bullying and cyberbullying, the effects of
the use of electronic devices, alcohol and drug use prevention,
The Company also signed an alliance with the Inclusive Com-
among others, all dictated by specialists.
panies Network ran by Sofofa and called ReIN, where some
In relation to age, and in the context of the Company´s digi-
the Teleton event was suspended until April 2020, a group of
tal transformation, this year the Company implemented a new
volunteers kept supporting the cause.
30 companies share their best practices every- Even though
On-Boarding platform, where each employee who joins the
ranks of Enel Américas has a chance to get to know the Com-
pany beforehand, get prepared for his/ her duties and acquire
all the necessary cultural adjustments. This personal and pro-
fessional support for new employees shows what his/her daily
work routine will be. It also involves knowledge transfer from
older to newer employees.
Conciliation measures and
labor flexibility
As part of the conciliation and labor flexibility measures in 2019
the company consolidated the telework program called “Smart
In relation to nationality, a tutor is assigned to foreign workers
Working” - one of the most appreciated work options in the
who will assist and support them during the expatriation peri-
Company, providing more flexibility to working away from the
od in order to acknowledge, respect and manage the contrasts
office. Currently there are 492 employees in Enel in Chile who
between people from different nationalities and to help their
are part of the program, 9 of them from Enel Américas. One day
integration. This year the Company implemented the celebra-
per week, chosen by each one between either Tuesday or Thurs-
tion and commemoration of certain festivities of our foreign
day, the employees work from their homes or another place they
employees and residents of Chile, through a special greeting
choose and must comply with the health and safety measures
and lunch in the dining room.
established by current regulations. This initiative contributes to
balancing professional and personal lives as well as improving
In relation to disability, to acknowledge, respect and man-
employees´ life quality.
age employees´ different skills within the Company, this year
Enel Américas addresses the issues related to the needs of
Additionally, in 2019, the Company undertook the following initia-
colleagues’ with disabilities’, helping them get the credential
tives to Improve our employees´ quality of life:
08. People and organization
51
Sports and Culture Extension Program: a traditional program of
In 2019, there were 9 vacant positions in Enel Américas, of
sports activities held in the Company´s venues with workshops
which 56% were filled internally. Of the work force that joined
and different sports, such as football, baby football, basketball,
the Company in 2019 (44% of all vacancies were in Enel Améri-
volleyball, among others. Additionally, the Company offers arts
cas), 44% were women.
workshops, exhibitions, tours, family trips and other extension
initiatives for employees and their families to enjoy. There are
several initiatives for our employees’ children, both recreational
and educational, among which the most popular ones are the
summer and winter camps. The camps consist of recreational
Internships and Attracting
Young Talent
trips for our employees’ children aged 4 to 15. They take place
In this area, an important project in terms of new recruitment
during the first month of the year and during the winter vacation
sources included the incorporation of young professionals
period.
from the country´s top universities as interns and undergrad-
uate thesis students. They are offered an opportunity to con-
During the year, the Company also organizes various events that
solidate theoretical learning in the context of Enel Américas’
help reconcile work and family duties. One of the most import-
business, thus getting trained by professionals with an exten-
ant is the “Come to my Birthday” celebration held each month at
sive knowledge of labor reality and team challenges and they
the Company’s stadium for children under 12. The first school day
also become an important source of recruitment.
activity permits parents to accompany their children on the first
day of classes and retake their professional activities later on.
This internship program is carried out on a permanent basis
The End-of-the-Year Party is a corporate event for all employees,
during the whole year. 3 new participants were enrolled in 2019.
consisting of a celebration dinner and a party with contests and
dancing. The “Work Trajectory Award” is a corporate celebration
At a transversal level and considering Enel Américas diverse
that each year gives recognition to long-standing employees with
lines of business, 67% is concentrated in AFC and the remain-
over twenty years of service in the Company.
ing 33% in Enel X.
Recruit-
ment and
selection
Recruitment and
selection
Diversity and inclusion
For Enel Américas, to provide employees with an inclusive work
environment is essential to create and promote an innovation cul-
ture and respect for diversity. Diversity offers people the possibility
to visualize different points of view and opinions that enrich the
work environment, add value to the business, provide new oppor-
tunities and facilitate collaboration and team integration.
The Company values differences and turn them into compet-
itive advantages – it is they only way we can make improve-
ments in processes, products and services, through boosting
creativity, learning, flexibility and respect. All the above values
also reinforce our brand and make us more attractive to the
talents available in the market.
We accompany new employees via the On-Boarding program
in which we offer informative talks about the Company´s strat-
The main objective of Enel Américas is to incorporate the best
egy and also nominate a tutor who teaches new employees
professionals into the Company´s ranks. They must also have all
about our Open Power culture and guides them towards their
the skills relevant to the cultural changes related to the Compa-
integration into the Company. In 2019 the On-Boarding plat-
ny´s digital transformation and Open Power.
form was used to offer a more friendly and easygoing expe-
rience to new arrivals and streamline the process for users.
52
Annual Report Enel Américas 2019 Education
Training
during the year. Among these, English and Italian were estab-
lished as a priority for employees to communicate effectively
with their colleagues from other countries. At the same time,
the training program provided technical knowledge of the
electrical business through courses and especially the Electric
Markets internal diploma, provided by Universidad de Chile,
under a model specially developed for our needs.
Enel América’s training program for 2019 was built and im-
plemented on three management principles: the first was
We would like to highlight the” Enel Manager “ leadership
language training, the second was technical business training
program that seeks to develop coaching and leadership skills
and the third area was the Company’s leadership training. To
in our managers, necessary to guide teams into and along
implement the three, we identified, together with the training
new challenges of growth and strategic consolidation that
area, the Business Partner, the employee and his/her man-
drive the Company today.
ager, the knowledge gaps and skills necessary to improve
productivity in the workplace, as well as develop new skills
Finally, approaches such as digital transformation and people’s
aligned to the Company’s strategic plan.
safety have been some of the areas of special interest that
have been part of the training program implemented during
In terms of languages, English, Italian and Portuguese were
the year.
the main language requirements detected and addressed
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08. People and organization
53
54
Annual Report Enel Américas 2019 09.
STOCK EXCHANGE
TRANSACTIONS
09. Stock exchange transactions
55
Stock Exchange
transactions
Below we list the quarterly transactions in the last three years carried out in the stock exchanges where the Enel Américas’
shares are traded: in Chile through the Santiago Stock Exchange, the Electronic Stock Exchange of Chile and the Valparaíso
Stock Exchange, and in the United States through the New York Stock Exchange (NYSE).
Santiago Stock Exchange
In 2019, 23,299 million Enel Américas shares were traded at the Santiago Stock Exchange, equivalent to CLP$ 2,994,363 mil-
lion. The closing price of the share in December 2019 was CLP$ 167.
Units
Amounts (Chilean Pesos)
Average Price
2,229,781,463
2,009,919,858
2,356,887,602
2,796,096,892
9,392,685,815
2,771,570,034
3,290,495,998
3,404,682,608
4,862,216,660
273,721,586,257
261,422,184,124
309,180,255,882
366,879,556,230
1,211,203,582,493
383,425,705,091
427,006,940,711
364,271,802,874
541,717,097,465
14,328,965,300
1,716,421,546,141
4,825,385,785
5,267,937,965
6,199,801,001
7,005,472,367
23,298,597,118
612,155,765,545
605,331,164,210
741,799,163,682
1,035,076,977,567
2,994,363,071,004
122.90
130.71
131.24
131.46
129.08
138.45
130.51
107.10
111.99
122.01
126.65
114.48
119.68
149.30
127.53
Period
1st quarter 2017
2nd quarter 2017
3rd quarter 2017
4th quarter 2017
Total 2017
1st quarter 2018
2nd quarter 2018
3rd quarter 2018
4th quarter 2018
Total 2018
1st quarter 2019
2nd quarter 2019
3rd quarter 2019
4th quarter 2019
Total 2019
56
Annual Report Enel Américas 2019 Chilean Electronic Stock Exchange
In 2019, Enel Américas traded a total of 718 million shares in the Electronic Stock Exchange equivalent to CLP$ 90,852 million.
The closing price of the share in December was CLP$ 164.52
Period
1st quarter 2017
2nd quarter 2017
3rd quarter 2017
4th quarter 2017
Total 2017
1st quarter 2018
2nd quarter 2018
3rd quarter 2018
4th quarter 2018
Total 2018
1st quarter 2019
2nd quarter 2019
3rd quarter 2019
4th quarter 2019
Total 2019
Units
Amounts (Chilean Pesos)
Average Price
78,056,955
253,547,191
367,188,645
272,011,584
970,804,375
265,640,945
315,617,793
206,898,749
134,618,362
922,775,849
96,739,255
112,668,680
321,016,940
187,247,739
717,672,614
9,660,465,656
32,973,128,058
48,153,275,546
35,937,385,836
126,724,255,096
37,149,674,644
40,051,124,833
21,982,108,385
14,791,542,973
113,974,450,835
12,233,577,575
13,216,085,533
37,641,372,132
27,761,301,991
90,852,337,231
121.16
130.37
130.87
132.97
128.84
139.09
130.94
106.26
110.56
121.71
128.50
114.92
119.55
149.58
128.14
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09. Stock exchange transactions
57
New York Stock Exchange (NYSE)
The Enel Américas shares began to trade in the New York Stock Exchange (NYSE) on October 20, 1993. At that time, the name
of the Company was Enersis and the ticker symbol was ENI. One ADS (American Depositary Share) of Enel Américas rep-
resents 50 shares and its current ticker symbol is ENIA. Citibank N.A. acts as the depositary bank and Banco Santander Chile
is the custodian in Chile.
In 2019, 323 million ADS were traded in the United States, equivalent to US$ 2,962 million. The closing price of an ADS in
December was US$ 10.98.
Units
Amounts (Chilean Pesos)
Average Price
55,867,021
66,972,268
59,641,261
54,800,714
237,281,264
47,259,808
65,764,152
61,238,283
97,296,394
271,558,637
93,356,577
50,723,996
84,411,906
94,253,155
322,745,634
532,101,627
653,636,388
603,478,379
564,766,815
2,353,983,209
540,952,152
687,363,196
488,063,068
799,163,804
2,515,542,219
888,587,040
428,879,782
716,122,405
928,306,385
2,961,895,611
9.45
9.81
10.14
10.34
9.94
11.44
10.50
8.08
8.12
9.53
9.67
8.42
8.43
9.92
9.11
Period
1st quarter 2017
2nd quarter 2017
3rd quarter 2017
4th quarter 2017
Total 2017
1st quarter 2018
2nd quarter 2018
3rd quarter 2018
4th quarter 2018
Total 2018
1st quarter 2019
2nd quarter 2019
3rd quarter 2019
4th quarter 2019
Total 2019
58
Annual Report Enel Américas 2019 s
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Market
information
In 2019, the tendency of the Chilean stock market prices was
downward and the S&P/CLX IPSA index fell by 8.5 %.
This performance was misaligned with global markets, which
mostly performed well. The US Dow Jones Industrial and FTSE
100 in London registered 22.3% and 12.1% increases, respec-
tively. Similarly, the stock exchanges of the countries in which
Enel Américas operates also showed positive returns: Argenti-
na (Merval; +37.6%), Brazil (Bovespa; +31.6%), Colombia (Col-
cap; +25.4%) Peru (SPBLPGPT; +6.1%) carried out strongly in
2019.
Santiago Stock
Exchange
The performance of Enel Américas’ shares in the local market
during the last two years compared to the Selective Stock
Prices Index (S&P/CLX IPSA) (1) is as follows:
Variation
Enel Américas
S&P/CLX IPSA
2018
-10.6%
-8.3%
2019
36.3%
-8.5%
New York Stock
Exchange (NYSE)
The performance of Enel Américas’ ADRs listed in the NYSE
(ENIA) compared to the Dow Jones Industrial Index and the
Dow Jones Utilities Index during the last two years is shown
below:
Variation
ENIA
Dow Jones Industrial
Dow Jones Utilities
2018
-20.1%
-5.6%
-1.4%
2019
23.1%
22.3%
23.3%
Investor
relations
The Company has an Investor Relations department in charge
of providing transparent, timely and quality information to the
market on the Company’s main financial, strategic, and oper-
ational issues.
The main communication channels with the market include
our website, the Investor Relations app, conference calls,
emails, face-to-face meetings, and participation in local and
international conferences.
Regarding the documentation available to investors, It in-
cludes presentations of quarterly results, annual reports, an-
nual sustainability reports, 20-F reports, Press Releases and
quarterly financial tables, as well as corporate presentations.
Furthermore, as of 2016, each year the Company presents its
strategic plan for the next three years showing the main stra-
tegic guidelines and financial and business projections.
As to the meetings, Enel Américas participated in 10 confer-
ences in 2019 in which our IR team participated in more than
100 meetings with investors. In addition, around 50 meetings
were held locally and 7 roadshows, both local and internation-
al, were organized with visits to 6 countries where 88 meet-
ings were held.
Our Investor Relations department is always on hand to ad-
dress any concerns about the Company, whether in Spanish
or in English, through the mail ir.enelamericas@enel.com .
09. Stock exchange transactions
59
60
Annual Report Enel Américas 2019 10.
DIVIDENDS
10. Dividends
61
Pursuant to General Norm N°283, Number 5, the dividend
four months of 2021. The compliance of said dividend program
policies of the Company for the periods 2020 and 2019 are
is subject to the results obtained by the Company aiming, at
shown below.
the same time, to maintain the Company´s financial balance.
Dividend
Policy for
period
2020
General Aspects
The Company´s Board of Directors, at the session held on
February 27, 2019, approved the following Dividend Policy and
Enel Américas
S.A.´s dividend
payment
procedure
For dividend payments, whether interim or final, and to avoid in-
correct collection, Enel Américas S.A. put in place the following
payment methods: 1. Deposit in the shareholder´s current ac-
count. 2. Deposit in the shareholder´s savings account. 3. Nom-
inative check or bank draft sent by mail to the residence of the
shareholders, and 4. Withdrawal of nominative check or bank
draft in the offices of DCV Registros S.A., the administrator of
Enel Américas S.A’ shareholders, or in a bank or its branches
established for such purpose and as informed in a notification
to be published about the payment of dividends.
the corresponding Procedure for Enel Américas S.A. dividend
.
payments for the 2020 period.
2020 Dividend
Policy
The Board of Directors is planning to distribute an interim
dividend, charged to the 2020 income of up to 15% of the
net income as of September 30, 2020 as shown in the Enel
Américas S.A.’s financial statements until such date, to be
paid in January 2021.
The Board of Directors is planning to propose to the Ordinary
Shareholders Meeting to be held during the first four months
of 2021, to distribute, as a final dividend, an amount equal to
50% of the 2020 net income. The final dividend will be set by
the Ordinary Shareholders’ Meeting to be held during the first
For the above-mentioned purposes, current or savings ac-
counts can be held at any branch in the country. The payment
method chosen by each shareholder will be used by DCV Reg-
istros S.A. for all dividend payments, while the shareholder
does not express in writing his intention to choose a different
payment method. Shareholders who have not registered a pay-
ment method will be paid according to point 4 above.
Should checks or bank drafts be returned by mail to DCV Reg-
istros S.A., these will remain in their custody until the share-
holders collect or request them. In the case of bank current
accounts, Enel Américas S.A. and/or DCV Registros S.A. may
request, for security reasons, that they be verified by the corre-
sponding banks. If the accounts indicated by the shareholders
are rejected, whether during said verification process or for any
other reason, the dividend will be paid according to method
4 above. The Company has also adopted and will continue to
do so in the future all the necessary security measures estab-
lished in the dividend payment procedure, to protect both our
shareholders and Enel Américas S.A.
62
Annual Report Enel Américas 2019 Dividend
policy for
period 2019
General aspects
Dividend Payment
Procedure
For dividend payments, whether interim or final, and to avoid
wrong collection, Enel Américas S.A. considers the following
payment methods:
1. Deposit in the shareholder´s current account.
2. Deposit in the shareholder´s savings account.
3. Nominative check or bank draft sent by mail to the resi-
dence of the shareholders, and
4. Withdrawal of nominative check or bank draft in the offices
At the session held on February 27, 2019, the Company´s
of DCV Registros S.A., the administrator of Enel Améri-
Board of Directors approved the following Dividend Policy and
cas S.A’ shareholders, or in a bank or its branches estab-
the payment procedures of Enel Américas S.A. dividends for
lished for such purpose and as informed in a notification
2019.
to be published about the payment of dividends.
Dividend policy
The Board of Directors intends to distribute an interim divi-
dend, charged to the 2019 income of up to 15% of net income
as of September 30, 2019 as shown in the Enel Américas
S.A.’s financial statements until such date, to be paid in Jan-
uary 2020.
The Board of Directors is planning to propose to the Ordinary
Shareholders Meeting to be held during the first four months
of 2020, to distribute, as a final dividend, an amount equal to
50% of the 2019 net income. The final dividend will be es-
tablished by the Ordinary Shareholders’ Meeting to be held
during the first four months of 2020. The compliance of said
dividend program is subject to the results obtained by the
Company aiming, at the same time, to maintain the Compa-
ny´s financial balance.
For the above-mentioned purposes, current or savings ac-
counts can be held at any branch in the country. The payment
method chosen by each shareholder will be used by DCV Reg-
istros S.A. for all dividend payments, while the shareholder
does not express in writing his intention to choose a different
payment method. Shareholders who have not registered a
payment method will be paid according to point 4 above.
Should checks or bank drafts be returned by mail to DCV Reg-
istros S.A., these will remain in their custody until the share-
holders collect or request them. In the case of bank current
accounts, Enel Américas S.A. and/or DCV Registros S.A. may
request, for security reasons, that they be verified by the
corresponding banks. If the accounts indicated by the share-
holders are rejected, whether during said verification process
or for any other reason, the dividend will be paid according
to method 4 above. The Company has also adopted and will
continue to do so in the future all the necessary security mea-
sures established in the dividend payment procedure, to pro-
tect both our shareholders and Enel Américas S.A.
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10. Dividends
63
Distributable income of 2019
The distributable income in 2019 is shown below:
Income *
Distributable Income
* Attributable to the controlling shareholder.
Distributed dividends
The following table shows dividends per share paid in the last 7 years:
Dividend no.
Type of dividend
Closing Date
Payment Date
Pesos/ Dollars per
share (1)
86
87
88
89
90
91
92
93
94
95
96 (1)
97
98
99
100
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
Final
Interim
01.19.2013
05.04.2013
01.25.2014
05.10.2014
01.24.2015
05.18.2015
01.23.2016
05.17.2016
01.21./2017
05.202017
01.202018
05.18.2018
01.19/2019
05.11./2019
01.18./2020
01.25.2013
05.10.2013
01.31.2014
05.16.2014
01.31.2015
05.25.2015
01.29.2016
05.24.2016
01.27.2017
05.26.2017
01.26.2018
05.25.2018
01.25.2019
05.17.2019
01.24.2020
1.21538
3.03489
1.42964
5.27719
0.83148
5.38285
1.23875
3.40599
0.94664
2.38705
0.001
0.00517
0.00134
0.00703
0.00162
Thousand US$
1,614,085
807,043
Year
2012
2012
2013
2013
2014
2014
2015
2015
2016
2016
2017
2017
2018
2018
2019
(1) The Extraordinary Shareholders’ Meeting held on April 27, 2017 approved the change of the Company´s functional currency from Chilean Pesos to
US Dollars. Therefore, as of 2017 onwards, dividends are shown in dollars per share.
64
Annual Report Enel Américas 2019 s
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10. Dividends
65
66
Annual Report Enel Américas 2019 11.
2019 INVESTMENT AND
FINANCING POLICY
11. 2019 Investment and financing policy
67
The Ordinary Shareholders’ Meeting held on April 30, 2019
approved the Investment and Financing Policy detailed below.
Investments
Maximum
investment limits
Investment areas
Enel Américas shall invest, as authorized by its bylaws, in the
following areas: i) contributions for investment in or for the
creation of subsidiaries or related companies whose activity
is aligned with, related or linked to any form or type of energy
or the supply of public utilities, or whose main input is ener-
gy; ii) investments consisting of the acquisition, exploitation,
construction, rental, management, trading and transfer of any
class of fixed assets, whether directly or through subsidiaries;
and iii) other investments in all kinds of financial assets, titles
or securities.
The maximum investment limits for each investment area shall
be as follows: i) investments in subsidiaries in the electricity
sector, those required by the subsidiaries to meet their re-
spective corporate purposes, with a maximum amount equal
to 50% of Net Equity in Enel Américas S.A.´s consolidated
balance sheet of as of December 31, 2018, ii) investments in
other companies outside the electricity sector, as long as at
least 50.1% of Enel Américas consolidated assets are part of
the electricity sector.
Participation in
the control of
investment areas
To control the investment areas and pursuant to Enel Améri-
cas S.A.’ corporate purpose, the following procedure will
be followed whenever possible: i) it will be proposed at the
Ordinary Shareholders Meetings of the subsidiaries or relat-
ed companies which are publicly traded companies that the
Directors of Enel Américas S.A. should be chosen in propor-
tion of at least the stake in those companies, and preferably
they should be chosen among directors or executives of Enel
Américas S.A. or its subsidiaries; ii) investment, financial and
commercial policies as well as accounting criteria and system
to be followed shall be proposed to the subsidiaries and relat-
ed companies; iii) the management of subsidiaries and related
companies will be supervised, and iv) the company will per-
manently control debt.
68
Annual Report Enel Américas 2019 Financing
Maximum
Indebtedness
level
Enel Américas S.A.´s maximum debt level is defined as the
relation between the Total Financial Debt (measured as other
Current Financial Liabilities and Other Non-Current Financial
Liabilities) less or equal to 2.2 times Total Equity, based on
Enel Américas S.A.´s Consolidated Statements of Financial
Position as of December 31, 2018.
Management
attributions
for agreeing
Enel Américas’
dividend payment
restriction with
lenders
Limitations on dividend distribution may be agreed with credi-
tors only if such restrictions have previously been approved At
A Shareholders’ Meeting (Ordinary or Extraordinary).
Management
attributions for
granting liens to
lenders
The Extraordinary Shareholders´ Meeting must approves the
granting of liens or warranties for third-party obligations, relat-
ed to essential assets described below.
Assets that are
essential for
the Company´s
normal operations
An asset essential for the operation of Enel Américas is the
direct and/or indirect participation that permits to control Enel
Brasil and Emgesa, by way of holding the majority of shares,
agreements or shareholder agreements,
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11. 2019 Investment and financing policy
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70
Annual Report Enel Américas 2019 12.
BUSINESSES
OF THE COMPANY
12. Businesses of the company
71
Business Structure
GENERATION
DISTRIBUTION
Enel Generación Costanera
Edesur
Enel Generación El Chocón
Enel Distribución Rio
Central Dock Sud
Enel Distribución Ceará
Enel Generación Fortaleza
Enel Distribución Goiás
EGP Cachoeira Dourada
Enel Distribución São Paulo
EGP Volta Grande
Enel Codensa
Enel Distribución Perú
Enel Cien*
Enel Emgesa
Enel Generación Perú
Enel Generación Piura
* Transmission
ENEL X
Enel X Argentina
Enel X Brasil
Enel X Colombia
Enel X Perú
72
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Historical
background
eration and distribution activities carried out in Chile, from
those carried out in the rest of the countries. As such, former
Enersis S.A. was divided into the following companies: a) Enel
Américas S.A., the continuing Company of Enersis with activ-
ities in Argentina, Brazil, Colombia and Peru, and b) Enel Chile
S.A. which owns the assets related to the activities in Chile.
On June 19, 1981, the Compañía Chilena de Electricidad S.A.
electricity companies in Latin America, both in terms of con-
created a new corporate structure, which gave rise to a parent
solidated assets and also in terms of operating revenues,
Company and three subsidiaries. One of these was Compañía
achieved through steady and balanced growth in the electrici-
Chilena Metropolitana de Distribución Eléctrica S.A. In 1985,
ty businesses: generation, transmission and distribution.
Currently Enel Américas S.A. is one of the largest private
under the Chilean government’s privatization program, the
company began the process of transferring the share capital
of Compañía Chilena Metropolitana de Distribución Eléctrica
S.A. to the private sector, ending on August 10, 1987. As part
of the process, pension fund management companies (AFPs
as per Spanish acronym), the company´s employees, institu-
tional investors and thousands of small shareholders joined
the Company. Its organizational structure was based on ac-
tivities or operative functions whose results were evaluated
functionally and their profitability was limited by a tariff struc-
ture because of the Company’s exclusive dedication to the
electricity distribution business.
In 1987, the Company’s Board of Directors proposed to divide
the Company’s different activities. The four subsidiaries creat-
ed as a result of the division were to operate as business units
with their own objectives, thus expanding the Company’s ac-
tivities towards other non-regulated activities but linked to the
core business. This division was approved at the Extraordinary
Shareholders’ Meeting held on November 25, 1987 thus es-
tablishing the Company´s new corporate purpose. As a result,
Compañía Chilena Metropolitana de Distribución Eléctrica
S.A. became an Investment company.
On August 1, 1988, as approved by the Extraordinary Share-
holders’ Meeting held on April 12, 1988, one of the companies
that arose from the division changed its name to Enersis S.A.
At the Extraordinary Shareholders’ Meeting held on April 11,
2002, the Company’s corporate purpose was modified, intro-
ducing telecommunications activities and investment in and
management of companies whose business was telecommu-
nications and information technology through the Internet.
The Company underwent a corporate restructuring process
which started in April 2015 and was completed in December
2016. The process consisted of separating the electricity gen-
Expansion
and
Development
Enel Américas began its international expansion in 1992
through different privatization processes in Latin America,
thus developing a significant presence in the electricity sec-
tors in Argentina, Brazil, Colombia and Peru.
1992
> On May 15, Enel Américas, (Enersis at that time) acquired a
60% shareholding and control of Central Costanera, a gen-
eration Company, currently Enel Generación Costanera,
located in Buenos Aires, Argentina.
> On July 30, the Company was awarded 51% of Empresa
Distribuidora Sur S.A., Edesur, a company that distributes
electricity in the city of Buenos Aires, Argentina.
1993
> In July, the Company acquired Hidroeléctrica El Chocón,
today Enel Generación El Chocón, located in the Neuquén
and Río Negro provinces, Argentina.
12. Businesses of the company
73
1994
> In July, Enel Américas acquired for US$176 million, 60%
shareholding of Empresa de Distribución Eléctrica de Lima
Norte S.A., Edelnor (currently Enel Distribución Perú) in
Peru. The Company also acquired Edechancay, another
electricity distribution Company in that country, which was
later absorbed by the former.
1998
> On April 3, Enersis (currently Enel Américas) invested in
the Brazilian market once again, this time acquiring 89%
and the control of Companhia Energética de Ceará S.A.,
Coelce (currently Enel Distribución Ceará), a company that
distributes electricity in the northeast region of the country,
in the Ceará state. The transaction totaled US$ 868 million.
1995
> On December 12, Enel Américas acquired an additional
39% shareholding of Edesur.
> The Company also acquired the Peruvian generation Com-
pany Edegel (currently Enel Generación Perú).
1996
> On December 20, Enel Américas entered the Brazilian mar-
ket with the acquisition of a large portion of shares of the
former Companhia de Eletricidade do Río de Janeiro S.A.,
Cerj, an electricity distribution Company in the cities of Río
de Janeiro and Niteroi, Brazil, whose business name was
changed to Ampla Energía e Serviços S.A. and currently is
called Enel Distribución Río.
> On December 20, the Company acquired 99.9% share-
holding of Central Hidroeléctrica de Betania S.A. E.S.P, in
Colombia.
1997
> On September 5, the Company acquired a 78.9% share-
holding of the Brazilian company Centrais Elétricas Cachoe-
ira Dourada (currently Enel Green Power Cachoeira Doura-
da) for US$ 715 million.
> On September 15, Enel Américas (at the time Enersis)
successfully participated in the capitalization of Codensa
S.A. E.S.P., a company that distributes electricity in the city
of Bogotá and the Cundinamarca department in Colombia
acquiring a 48.5% shareholding for US$ 1,226 million. The
Company also acquired 5.5% of Empresa Eléctrica de Bo-
gotá.
> On September 15, investing US$ 951 million, the Compa-
ny acquired a 75% shareholding of Emgesa, a Colombian
generation Company, and an additional 5.5% of Empresa
Eléctrica de Bogotá S.A.
> Endesa, S.A. (Spain) acquired 32% of Enersis (currently
Enel Américas).
1999
> Endesa, S.A. (Spain), took control of Enersis (today Enel
Américas). Through a Public Tender Offer, Endesa acquired
an additional 32% of Enersis, which, together with the
32% already acquired in August 1997, totaled 64%. This
transaction was completed on April 7, 1999 and involved
a US$ 1,450 million investment. As a result of the subse-
quent capital increase by Enersis in 2003, the shareholding
decreased to the current 60.62%.
> On May 11, Enersis (currently Enel Américas) acquired 35%
of Endesa Chile (today Enel Generación Chile), in addition
to the 25% already held, thus reaching 60% of the Compa-
ny´s shareholding. The Company therefore consolidated its
position as one of the main private electricity companies in
Latin America.
2000
> As part of the Genesis Plan strategy, the subsidiaries
Transelec, Esval, Aguas Cordillera and real estate assets
were sold for US$ 1,400 million.
2001
> The Company carried out large investments: US$364 mil-
lion to increase its shareholding in Chilectra (today Enel Dis-
tribución Chile), US$150 million for the acquisition of 10%
shareholding of Edesur, in Argentina, a stake that was held
by the Company’s employees; US$ 132 million to increase
its shareholding in the Brazilian distribution Company Am-
pla; US$ 23 million to increase by 15% its shareholding in
Río Maipo, in Chile, and US$ 1.6 million to increase by 1.7%
its shareholding in Distrilima, in Peru.
2002
> In Brazil, the Company acquired Central Termoeléctrica For-
taleza, located in the state of Ceará. Additionally, the Com-
pany began the second phase of the commercial operation
of the electricity interconnection between Argentina and
74
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Brazil, CIEN, completing a 2,100 MW transmission capaci-
ing of its Peruvian subsidiary Enel Generación Perú (for-
ty between both countries.
2005
> The subsidiary Endesa Brasil S.A. (currently Enel Brasil)
was formed with all the assets held in Brazil by the Enersis
Group and Endesa Internacional Cien, Fortaleza, Cachoeira
Dourada, Enel Distribución Río, Investluz and Enel Distri-
bución Ceará.
2006
> In February, Enersis acquired, for approximately US$17
million, Termocartagena (142 MW) a Colombian combined
merly Edegel), 2.72 soles per share. This was purchased
from Generalima S.A.C., a Peruvian subsidiary of Enel Lati-
noamérica S.A., the parent Company of Enersis. With this
transaction, the direct and indirect shareholding of Enersis
S.A. in Edelnor rose from 33.53% to 57.53%.
2010
> Enersis (currently Enel Américas) accepted the offer of
Graña y Montero S.A.A., to acquire its entire direct and in-
direct shareholding in its subsidiary Compañía Americana
de Multiservicios Limitada, CAM; and similarly, accepted
the offer presented by Riverwood Capital L.P to acquire
the entire direct and indirect shareholding in its subsidiary
cycle power plant which operates either with fuel oil or gas.
Synapsis Soluciones y Servicios IT Ltda. The price offered
> In June, Edegel (currently Enel Generación Perú) and Ete-
vensa merged, the latter a subsidiary of Endesa Internacio-
for CAM and its subsidiaries in Argentina, Brazil, Colombia
and Peru reached US$ 20 million. In the case of Synapsis,
nal in Peru.
the price offered for the Company and its subsidiaries in Ar-
gentina, Brazil, Colombia and Peru reached US$ 52 million.
2007
> In September, the merger of Colombian generation compa-
nies Emgesa and Betania was completed.
> On October 11, Enel S.p.A. and Acciona, S.A. took control
of Enersis, through Endesa, S.A., and of Endesa Internacio-
2011
> In August, Endesa, S.A. informed through a Significant
Event, that it signed a purchase agreement for which
Endesa Latinoamérica S.A. (wholly owned by Endesa, S.A.)
nal, S.A. (currently absorbed by Enel SpA.).
acquired 7.70% stake owned by EDP Energias de Portu-
2009
> Acciona, S.A. and Enel S.p.A. announced an agreement
whereby Acciona, S.A. would directly and indirectly trans-
fer to Enel Energy Europe S.L. its 25.01% shareholding in
Endesa, S.A. As such, Enel Energy Europe S.L., wholly con-
trolled by Enel S.p.A., would hold 92.06% of Endesa, S.A.´s
shareholding as of June 25.
> On October 9, Endesa Chile (currently Enel Generación
Chile) acquired 29.3974% of the Peruvian generation sub-
gal S.A. in Endesa’s Brazilian subsidiaries Ampla Energia
e Serviços S.A. and Ampla Investimentos e Serviços S.A.
for 76 million euros and 9 million euros, respectively. After
these acquisitions, Endesa S.A. controlled 99.64% share-
holding of both companies.
2012
> The Extraordinary Shareholders´ Meeting held on De-
cember 20 approved a capital increase with the vote of
81.94% of the Company´s shareholders with voting rights
sidiary Edegel (currently Enel Generación Perú). The shares
with the following characteristics: 1) maximum amount of
were acquired at market price from Generalima S.A.C., a
the capital increase: Ch$ 2,844,397,889,381, divided into
company which, in turn, is a subsidiary of Endesa Latino-
16,441,606,297 ordinary nominative payment shares of
américa S.A. Endesa Chile thus held directly and indirectly
the same series, with no preferences and no par value,
62.46% of the Edegel shares.
> On October 15, Enersis S.A. (currently Enel Américas) ac-
quired 153,255,366 shares, representing 24% sharehold-
2) value of other than money contributions to be capital-
ized: The total issued capital of Cono Sur, Company that
would concentrate the activities that were identified in the
reports that had been made available to the shareholders
12. Businesses of the company
75
and that would be contributed by Endesa (currently Enel
Generación Chile) to Enersis (currently Enel Américas),
would reach Ch$ 1,724,400,000,034 corresponding to
9,967,630,058 shares of Enersis S.A. (today Enel Américas)
at a price of Ch$ 173 per share, 3) placement share price: a
fixed price of Ch$173 for every payment share to be issued
as a result of the capital increase.
2013
> Capital increase: With a record result for this type of opera-
tion in the local market, shareholders of Enersis (today Enel
Américas) subscribed a total of US$ 6,022 million, placing
100% of the shares available for the capital increase.
2014
> Public Tender Offer for the acquisition of shares of Coelce
(Enel Distribución Ceará). On January 14, Enersis (currently
Enel Américas), which until then controlled 58.87% of its
subsidiary Coelce, launched a voluntary Public Tender offer
to acquire all the shares issued by Coelce at a price of $49
real per share. With this, Enersis acquired 3,002,812 com-
mon shares, 8,818,006 preferred shares type A and 424
preferred shares type B, equivalent to a total investment
of approximately US$ 243 million. After the operation, the
Company obtained a 74.05% direct and indirect sharehold-
ing of Coelce.
> In April, Enersis (currently Enel Américas) signed an
agreement to purchase all the shares that Inkia Americas
Holdings Limited indirectly held in Generandes Perú S.A.,
equivalent to a 39.01% stake, with an investment of US$
413 million. The transaction ended in September and, as a
result, Enersis (currently Enel Américas) reached a 58.60%
shareholding of Edegel (today Enel Generación Perú).
> On July 31, 2014, Enel Energy Europe S.R.L., currently
Enel Iberoamérica SRL, controller of Endesa S.A. (92.06%
shareholding) proposed the acquisition of 100% of Ende-
sa Latinoamérica S.A. ´s share capital. The transaction was
completed in October 2014 and, as a result, Enel S.A. di-
rectly controls Enersis (today Enel Américas) with 60.62%.
2015
> On November 16, 2015, El Quimbo power plant, a 400 MW
hydro facility in Colombiaenteres came into operation after
five years of construction.
> On December 18, 2015, the Company´s Extraordinary
Shareholders´ Meeting approved the corporate restructur-
ing of Enersis and its subsidiaries Endesa Chile and Chilec-
tra (currently Enel Américas). This operation consisted of
dividing the generation and distribution activities in Chile
from those carried out in the rest of the countries in Latin
America both for Enersis and for its subsidiaries Endesa
Chile and Chilectra.
2016
> On March 1, the non-material Division of the former En-
ersis, Endesa and Chilectra was carried out as a result of
which Enel Chile, Endesa Américas and Chilectra Américas
were formed.
> On April 21, 2016, the division Enersis, Endesa and Chilec-
tra share was completed, and the resulting companies -
Enersis Américas, Enersis Chile, Endesa Américas, Endesa
Chile, Chilectra Américas and Chilectra Chile – began trad-
ing on the Santiago Stock Exchange. Similarly, ENIA, ENIC,
EOCA and EOCC ADR´s began trading on April 27, 2016 on
the New York Stock Exchange. (NSYE).
> On September 28, the Extraordinary Shareholders´ Meet-
ing approved the Merger of Enersis Américas, Endesa
Américas and Chilectra Américas where Enersis Américas
absorbed Endesa Américas and Chilectra Américas.
> On December 1, the name of Enersis Américas was
changed to Enel Américas after the intangible merger with
the companies Endesa Américas and Chilectra Américas.
> On November 30, the Company announced it had present-
ed the best offer for the acquisition of the electricity dis-
tribution Company CELG-D (now Enel Distribución Goiás)
through a tender process called for by the Brazilian Gov-
ernment through Banco Nacional do Desenvolvimento. The
offer presented by our subsidiary Enel totaled 2,187 million
reais.
> On December 29, Endesa Américas and Chilectra Améri-
cas ceased trading on the Santiago Stock Exchange and
the New York Stock Exchange, in the ADR form. As such,
the Company exchanged its shares and the Merger was
achieved.
76
Annual Report Enel Américas 2019 2017
> On February 1, the National Electricity Regulatory Entity
in Argentina (ENRE) approved the Integral Tariff Review –
2019
> On April 30, the Extraordinary Shareholders’ Meeting ap-
proved a US$ 3 billion capital increase. The aim of the cap-
known as RTI - defining a structural change in the country´s
ital increase was to provide Enel Brasil with funds to pay
energy distribution. This new regulation was the result of
the debt incurred to acquire Enel Distribución São Paulo
extensive work between the government and the distribu-
and to restructure Enel Brasil’s pension fund liabilities.
tion companies involved in the tariff review process, con-
sisting of a gradual tariff increase to make the effect on the
> On September 2, the capital increase was successfully
concluded with a subscription of approximately 99.49% of
end consumer less impactful.
the shares and a gross amount of US$ 3.021 billion.
> On February 14, Enel Américas completed the acquisition
of Celg Distribuição S.A. (currently Enel Distribución Goiás)
> On November 21, Enel Brasil acquired 1.48% of Enel São
Paulo ‘s shares for 49.39 reais per share, becoming the
through its subsidiary Enel Brasil acquiring nearly 94.8% of
owner of 95.9% of the shares. On the November 27, the
its share capital. This distribution Company has more than
Enel São Paulo Shareholders’ Meeting approved the re-
2.9 million clients and operates in the Brazilian region of
demption of all shares issued in circulation, equivalent to
Goiás. The investment totaled 2,187 million reais (approx-
2.58%, at a price of 49.46 reais per share.
imately US$ 640 million). The transaction was financed
from the Enel Américas (former Enersis) capital increase
approved by the end of 2012.
> On October 4, Enel Perú (wholly owned by Enel Américas
S.A.) acquired 47,686,651 shares issued by the subsidiary
Enel Distribución Perú. The transaction closed at the price
of 262,276,580 soles (equivalent to approximately US$ 80
million) and was carried out on the Lima Stock Exchange.
> September 27, Enel Brasil was awarded the concession to
operate the 380 MW Volta Grande power plant. The total
investment was 1,420 million reais (US$ 445 million ap-
proximately). The concession is for 30 years.
2018
> On June 4, Enel Américas successfully completed the
voluntary offer for the acquisition of Eletropaulo (currently
Enel Distribución São Paulo), the principal distribution com-
pany in São Paulo, Brazil. The offer was made the same day
and the Company acquired 73.4% of the shares. The fol-
lowing month, shareholders of Eletropaulo Metropolitana
Eletricidade de São Paulo SA were permitted to sell ad-
ditional Eletropaulo shares and, on July 4, the transaction
was completed with the acquisition of 93.3% of the share-
holding of Enel Distribución São Paulo. Later, in Septem-
ber, Enel Américas completed a capital increase leading to
the final shareholding of 95.88%.
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12. Businesses of the company
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78
Annual Report Enel Américas 2019 13.
CAPITAL
INCREASE
13. Capital increase
79
Capital increase
On February 27, the Company announced its plan to raise US$
the operation and receive feedback from investors. After more
3.5 billion via a capital increase. The destination of the raised
than 200 meetings held by the CEO, CFO and the Investor
funds was as follows:
Relations managers and considering market opinion, it was
decided to reduce the capital increase to US$ 3 billion.
> US$ 2,650 million to provide Enel Brasil with funds to pay off the
debt incurred because of the purchase of Enel Distribution São
This new proposal was approved by the Company’s share-
Paulo (at that time Eletropaulo).
holders at the extraordinary shareholders´ meeting held on
> US$ 850 million to restructure Enel Distribution São Paulo ´s
pension fund liabilities and the reduction of contingent funds or
April 30, 2019.
litigation provisions in Brazil.
This permitted the Company to issue 18,729,788,686 new
shares, which after two preemptive subscription periods were
Following the announcement, the Company conducted an in-
subscribed in 99.49%, concluding the operation on Septem-
tense financial marketing activity to explain the purpose of
ber 2.
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13. Capital increase
81
82
Annual Report Enel Américas 2019 14.
INVESTMENTS
AND FINANCIAL
ACTIVITIES
14. Investments and financial activities
83
Material investments
related to the
Company’s investment
plan
The global financing strategy of the Group’s subsidiaries and
Our investment plan is flexible enough to adapt to changing
intercompany loans is coordinated in such a way so as to opti-
circumstances by assigning different priorities to each project
mize debt management, in addition to the Company´s funding
according to its profitability and strategic consistency. Invest-
terms and conditions.
ment priorities are currently focused on developing the works
plan in Brazil, Colombia and Argentina.
The Group’s subsidiaries develop independent capital invest-
ment plans that are covered by funds generated internally or
For the 2020 - 2022 period, on a consolidated basis, the Com-
by direct funding. One of our goals is to focus on those invest-
pany expects to spend US$ 5,347 million in investments in di-
ments that will yield long-term benefits, such as projects that
rectly controlled subsidiaries, in the investments currently be-
would permit to reduce energy losses. Additionally, focusing
ing implemented, the maintenance of distribution networks,
on Enel Group and seeking to provide services to every com-
maintenance of the existing generation plants, and studies
pany in the group, our goal is to reduce investment at the
required to develop other potential generation projects.
individual subsidiary level in elements such as procurement
systems, telecommunications, and information systems.
The table below shows the expected capital expenditure from
While we have studied how to finance these investments as
2020 to 2022 and the capital expenditure incurred by our sub-
part of the Company´s budget process, no particular financ-
sidiaries in 2019, 2018 and 2017.
ing structure has been committed and our investments will
depend on market conditions at the time they need to secure
Investment (1) (million US$)
the cash flow.
2020-2022
5,347
2019
1,659
2018
1,541
2017
1,371
(1) Capex figures represent the effective payments for each year, except
for forecasts.
84
Annual Report Enel Américas 2019
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Investments in 2019,
2018, and 2017
In the distribution business, these were the investments: (i) expanding our distribution service to meet the growing energy de-
mand, (ii) improving our service quality, (iii) improving safety, and (iv) reducing energy losses, particularly in Brazil.
Generation
Capital expenditure reached US$ 250 million in 2019, while in
2018 it was US$ 292 million.
In Peru, total investments in maintenance reached US$ 54
million in 2019. The main projects are the reconstruction of
the Callahuanca power plant, automation and tele-controls
In Argentina, maintenance investments focused on the in-
spection of TG10 in Dock Sud, and in Costanera improve-
ments were made in both the combined cycles with a stop-
page of gas Turbine No. 9 of the Combined Cycle II (CCGTII)
together with works in the other facilities of the plant, among
which one of the most important was the Water Treatment
Plant Project and finally, in 2019 all the tasks of the Scheduled
Maintenance Plan were concluded as defined, registering a
major maintenance in the ARR2 unit of Arroyito; together with
the increased maintenance of the T5CH transformer bank and
the increased maintenance of the T1CH transformer at the
of hydraulic plants, cable replacement in the Huinco cavern,
Chocon plant.
several maintenance activities and the modernization of civ-
il works and hydraulic units, the acquisition of contingency
parts for thermal units, major maintenance and inspection
of the Ventanilla power plant, environmental projects to re-
duce harmful emissions in TG4 in Malacas, digital projects
and various maintenance activities in thermal units. In growth
investments, the BESS Ventanilla project and the E4E project
received an investment of US$ 7 million
In Colombia, maintenance investment focused on projects re-
lated to the improvement of generation plants, for example
the installation of the DeNOX system as part of the environ-
mental improvement plan for Termozipa, the maintenance of
Unit 2 in the Betania plant (the most complex maintenance in
the 32 years of the plant´s existence) and the automation of
In Brazil, total investments reached US$ 27 million. Enel Gen-
eración Fortaleza carried out a US$ 20 million Investment
mainly related to the continuous maintenance of the power
plant and the purchase of materials and services for the gas
and steam turbines. In the case of Volta Grande and Cachoeira
Dourada, investments totaled US$ 7 million, mainly for the
repair of the UG1 and UG2 generation turbines repair works
and the acquisition of two Stoplogs.
Distribution
the plants of the Rio Bogota chain leading to the implementa-
In 2019, the Company made US$1, 386 million investments
tion of a full remote control for the Dario Valencia, Laguneta
mainly to meet consumption needs, as a result of the growth
and Salto plants from the Guaca Plant. In relation to the ex-
of population and the increase in the number of new clients,
pansion capex, work was carried out at the El Quimbo Hydro-
through investments not only related with the above, but also
electric Project, in Termozipa the installation of the first Energy
in capacity increases and strengthening the Company´s facil-
Storage System (BESS) was initiated and the Life Extension
ities in the area of AT, MT and BT. At the same time, in 2018,
project as planned.
investments reached US$1,432 million.
14. Investments and financial activities
85
In 2018, Edesur in Argentina made investments totaling
ects and to improve distribution network quality. The Compa-
US$144 million to meet demand growth and to improve ser-
ny invested 26% of the total in new connections and 31% in
vice quality. These investments made it possible to start op-
the maintenance of distribution networks.
erating the Glew substation extension incorporating 800 MVA
of new AT/MT transformation and where 16 13.2 KV cells
Enel Distribución São Paulo invested US$ 218 million of which
were added, with a new total of 32 available MT outputs. The
42% was allocated to the maintenance of networks, 35% in
last stage of the Sarandi substation was completed, consist-
quality projects and 22% in new connections.
ing of the installation of two new 13.2kV cell sections, thus
incorporating 16 new MT outputs. Additionally, the 104 triple
In Colombia, Codensa investments in 2019 reached US$ 256
cabling system is being renovated, power lines currently in op-
million, and were mainly focused on service quality and effi-
eration, between the Reconquista and Nuevo Puerto substa-
ciency (US$ 76 million) to continue maintaining quality indi-
tions, the repair of the triple cabling system 103/104/105 in the
cators; connections and public lightning (US$ 73 million) and
Reconquista Substation and the reconstruction of the Brown
capacity expansion (US$ 6 million) to meet new demand; loss
substation that permitted to activate all the MT outputs.
control (US$ 6 million) and reconnection requirements (US$
33 million) and normalization (US$ 13 million) in electricity in-
Investments in Enel Distribución Perú reached US$ 131 mil-
frastructure.
lion. Energy demand is related to new requirements from cli-
ents, which has led to investments in distribution networks
totaling US$ 79 million, US$ 31 million of which were used
to extend and reinforce networks to meet the requirements
of residential, commercial and industrial clients, US$ 3 million
for the electrification of human settlements, US$ 3 million in
public lightning and US$ 40 million to guarantee supply quality
and safety. With regards to sub transmission, US$ 31 million
were invested in capacity expansion and network and in the
safety of transmission lines. An additional US$ 7 million was
assigned to Energy Loss Control and US$ 14 million to IT ser-
vices and infrastructure.
In Brazil, total investments reached US$ 760 million. Enel Dis-
tribución Río made investments for a total of US$ 178 million.
Of this amount, 39% was used to implement new connec-
tions, 35% for projects in energy loss reduction, improve-
ments in distribution networks quality with a positive impact
on the services offered to clients and remote-control systems
using technology. The remaining amount was used for the
maintenance of distribution networks.
Enel Distribución Ceará Investments reached US$ 168 million,
64% of which was allocated to meet the increase in network
demand and clients’ connections and support the sustained
growth of demand in the State of Ceará, 22% was invested
in the maintenance of distribution networks projects and 14%
in projects aimed at service quality improvement and loss re-
duction.
Enel Distribución Goiás carried out investments for a total of
US$ 195 million. Of this, 43% was used for energy loss proj-
86
Financial
Activities
I. Macro-context
The international macroeconomic scenario in 2019 was
marked by the U.S.-China trade war. The U.S. growth during
the year fell below forecasts to only 2.3%, the lowest since
2016 because of the manufacturing crisis. The U.S. Federal
Reserve System (EDF) lowered interest rate three times, clos-
ing the year at 1.5%.
In 2019, South America´s economy was stagnant, with
growth barely close to 1%. Among the countries in which
Enel Américas operates, one of the best returns in the area
was in Colombia with a 3.3% growth, 6 points more than in
2018, marked mainly by higher consumption in households
and an increased private investment.
Brazil grew by a meagre 1.2% in 2019, less than the previous
year with 1.3%. However, the year closed well in terms of
expectations, with a significant increase in consumption, a
decline in unemployment, recorded at 11.6%, a 4% inflation
Annual Report Enel Américas 2019
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and under control and the interest rate at its historical low
In March, Enel Distribución Ceará issued Promissory Notes in
with 4.5%.
the local market for $ 200 million reais (US$ 49 million). Addi-
tionally, during the year it placed local bonds for $ 650 million
Peru’s performance caused an impact in the area given that
reais (US$ 159 million) and obtained bank financing of $ 379
it reduced its growth rate from 4% in 2018 to 2.2%, initial-
million reais (US$ 93 million). In December, Enel Distribución
ly recovered mainly because of the increase in domestic de-
Ceará paid off its intercompany loan obtained in December
mand, private investment, and consumption. Peru is one of
2018 with Enel Finance International (EFI) for $ 300 million
the Region´s main victims of the U.S.-China trade war, mainly
reais (US$ 73 million).
because of the steep decrease in commodity prices.
Finally, the Argentinean economy again experienced a slow-
lion reais (US$ 173 million) bank loan. In April, the Company
down with a -3.1% of GDP. It was a year marked by the
issued Promissory Notes in the local market for $1,080 million
During the year, Enel Distribución Goiás obtained a $ 706 mil-
change of government, where President-elect Alberto Fernán-
reais (US$ 264 million).
dez turned to the IMF to request the regularization of the
country´s domestic debt which is close to 70%, in addition
During the year, Enel Distribución Río issued Promissory
the high inflation rate of 49.3% and the reference interest rate
Notes in the local market for $ 1 billion reais (US$ 245 million)
which stood at 58.8%.
and obtained a $600 million reais (US$ 147 million) bank loan.
II. Principal
completed
financial
operations
Enel Américas
In March, Enel Distribución São Paulo issued Promissory
Notes in the local market for $ 500 million reais (US$ 122 mil-
lion), as well as $ 215 million reais (US$ 53 million) in Septem-
ber. The Company also Issued local bonds for $ 1.5 billion reais
(US$ 367 million). In December, the Company paid off the
intercompany loan with Enel Finance International (EFI) ob-
tained the year before for $ 420 million reais (US$ 103 million).
Colombia
Enel Codensa issued local bonds for $480,000 million Colom-
bian pesos (equivalent to US$ 146 million) and obtained a $
267,043 million Colombian peso (US$ 81 million). bank loan.
Enel Américas successfully concluded the US$ 3 billion cap-
Peru
Enel Distribución Perú issued local bonds for $ 220 million
soles (US$ 67 million) and Enel Generación Perú and Enel Pi-
ura signed leasing contracts for US$ 5.1 million and US$ 1.1
million, respectively.
ital increase.
Brazil
On August 2, 2019, using the funds raised by Enel Américas
through the capital increase, Enel Brasil paid off the debt it
issued in July through Promissory Notes for $ 9.3 billion reais
(approximately US$ 2.5 billion) to repay the intercompany loan
it obtained with Enel Finance International (EFI) for $ 9.4 bil-
lion reais (US$ 2.5 billion) in October 2018. These operations
were carried out in the context of the acquisition of Enel Dis-
tribución São Paulo.
14. Investments and financial activities
87
III. Hedging Policy
Below we present a summary of the main rating events that
took place in 2019:
Exchange Rate
On July 3, 2019, Feller Rate reviewed and ratified Enel Améri-
cas ´ corporate rating assigning it an “AA-” rating and a stable
perspective nationwide.
The Group´s exchange rate hedging policy is based on cash
Similarly, on July 25, 2019, S&P classified Enel Américas in-
flows and seeks to maintain a balance between flows indexed
ternationally by ratifying the “BBB” rating and a stable per-
to a foreign currency, and the levels of assets and liabilities de-
spective.
nominated in that currency. The aim is to minimize the risk of
exposure of exchange rate variations. As part of this policy, at
On September 9, 2019, Fitch Ratings reviewed and increased
an individual level, Enel Américas incurred forwards totaling US$
the Company’s rating from “BBB+” to “A-” with a stable inter-
366 million to hedge the flows in the different foreign currencies
national perspective. Nationally, Fitch Rating ratified its “AA+”
coming from subsidiaries.
rating with a stable perspective.
Interest rate
Interest rates variations change the fair value of those assets and
liabilities that accrue variable interest rates, as well as the future
flows of asset and liabilities referenced to variable interest rates.
Risk management aims to achieve a debt structure balance to
minimize the debt costs with a reduced volatility in the income
statement. Depending on the Group’s estimates and debt struc-
ture objectives, hedging transactions are carried out through
derivatives contracts that mitigate those risks. The instruments
currently used are interest rate swaps which convert variable
rates into a fixed one.
On December 19, 2019 Moody’s ratified the “Baa3” rating and
changed the perspective from “Stable” to “Positive”, due to
expectations of improved operations and cash flow genera-
tion leading to continuous deleveraging.
Finally, on March 27, 2020, Standard and Poor’s confirmed
a BBB rating and decreased perspective from “Stable” to
“Negative” due to the macroeconomic situation in Colombia,
where the Company has operations.
The Company’s ratings are based on the Company’s diversi-
fied portfolio of assets, strong credit parameters, adequate
debt composition and ample liquidity.
At year-end in 2019, the comparative structure of Enel Améri-
cas Group´s financial debt according to fixed interest rates and/
or protected interest rates versus gross total debt, after the in-
International Rating
curred derivatives was 39% of the fixed rate debt.
Enel Américas
S&P
Moody’s
Fitch Ratings
Corporate
BBB / Negative
Baa3 / Positive
A- / Stable
Risk rating
Local Rating
On November 9, 1994, Standard and Poor’s and Duff & Phelps
rated Enersis (currently Enel Américas) for the first time as
Enel Américas
Feller Rate
Fitch Ratings
BBB+, that is, as an investment grade Company. Later, in
Shares
1st class, Level 2
1st class, Level 1
1996, Moody’s rated the Company’s foreign currency long-
Bonds
AA- / Stable
AA+(cl) / Stable
term debt as Baa1.
Since then, most credit ratings have varied. Currently, they are
all “investment grade”, which is based on the diversified port-
folio of assets, liquidity and adequate policies of debt hedging
service.
88
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Properties
and
facilities
The Company established that its main suppliers, clients, and
competitors are as follows:
Argentina:
Clients: AYSA S.A, Telefónica Argentina S.A., Metrovías S.A.
y COTO C.I.C. S.A.
As a “holding” entity, Enel Américas, does not directly own
properties or facilities to develop its business.
Competitors: AES, Pampa Energia, YPFENERG, Duke Ener-
gy, Petrobras Argentina, SADESA, Albanesi
Brands
The Company has registered the “Enersis Américas” brand in
services, products, industrial and commercial facilities. In July
2016, the Board of Directors of Enel Américas S.A. was notified
Suppliers: Argencobra S.A., Rowing S.A., Sistem Melesur
Energía Arg. S.A.U., Prysmian Energia Cables y Sistemas,
EMA Servicios S.A.
Brazil:
that Enel S.p.A authorized the free use of the “Enel” brand by
Clients: Volkswagen Do Brasil, Grupo Multiplan, FERBASA,
Enel Américas S.A., permitting it to be included in its business
Rima Industrial – Bocaiúva, Vicunha IV, Cagece, Companhia
name, its logo and other forms of use.
De Integracao Portuario Do Ce, Ascenty Data Centers e Tele-
comunicaoes, Farmace Ind Quim Farmac C Ltda., Fabrical
The Enel Américas brand is a registered.
Fabrica de Cal S.A., Saneamiento de Goias S.A., Secretaria
Municipal De Infraestructura E Servicos Publicos – Goiania,
Savoy Industria de Cosmeticos S.A., Granol Industria Comer-
cio e Exportacao S.A., OI S.A., Cedae – Estacion de Tratamien-
to de Agua, Cedae Estacion de Captacion de Agua Imunana,
Base Naval Do Rio De Janeiro, Industrias Nucleares Do Brasil,
Prolagos S/A ETA JUTURNAIBA, Universidade de São Paulo,
Hospital Clinica Facultad de Medicina USP, Montecchio do
Brasil Empreendimentos IMO, Ascenty Data Centers e Tele-
comunicacoes, Secretaria de Estado da Saude.
Competitors: CHESF, Eletronorte, Furnas, CGTEE, ELETRO-
SUL, ELETROBRAS, Norte Energia S/A, Engie Brasil Energia
S.A., Petroleo Brasileiro S A, PETROBRAS, Engie Brasil En-
ergia Comercializadora Ltda, CEMIG Geracao e Transmissao
S.A, EDP, NEOENERGIA, CPFL Energia, Equatorial Energia,
and LIGHT, ENERGISA.
Suppliers,
clients and
main com-
petitors
Enel Américas S.A. as a “holding” Company that mainly oper-
ates in electricity generation and distribution in Latin América,
considers the following suppliers, clients and competitors as
the most relevant ones for its main subsidiaries.
14. Investments and financial activities
89
Colombia:
Chile:
Clients: Petromil, Carbones San Fernando, Minas y Minerales
Suppliers: Travel Security S.A., Ernst & Young Servicios
S.A.-Minminer-.
Profesionales y Asesorías Limitada y Team Work Recursos
Humanos Limitada, Konecta Chile Limitada, Compañia de
Competitors: Grupo EPM, Grupo CELSIA, AES, ISAGEN- BRE
Leasing Tattersall S A., Accenture Chile Asesorías y Servicios,
Colombia, Electricaribe, Emcali: Consorcio M&M, Amec Fos-
Ltda., Constructora R2 S.P.A., Sodexo Chile S.A., Carat Chile
ter Wheeler Energía, S.L.U.
S.A., Sociedad de Tercerización de Servicios Provider Latín
América Limitada, Marketing Relacional Upcom Limitada y
Suppliers: Andritz Hydro Ltda., CAM Colombia Multiservicios
DCV Registros S A.
S.A.S., Quanta Colombia Services Colombia S.A.S y Deltec
S.A.
Peru:
Clients: Hipermercados Tottus S.A., Gym Ferrovias S.A., Pes-
quera Diamante S.A., Pontificia Universidad Católica del Perú,
Cerámica Lima S A, Corporacion Lindley S.A., Centro Comer-
cial Plaza Norte S.A.C., Lima Airport Partners S.R.L., AGP Perú
S.A.C., Planta de Tratamiento de Aguas, Redondos S A, In-
muebles Panamericana S.A, Alicorp SAA, Tiendas por Depar-
tamento Ripley S.A., Saga Falabella S A., Minera Las Bambas
S.A., Minera Chinalco Perú S.A., Hudbay Perú S.A.C., Shou-
gang Hierro Perú S.A.A., Productos Tissue del Perú S.A., Min-
era Shouxin Perú S.A., Empresa Siderúrgica del Perú S.A.A.
(SIDERPERÚ) Cía. Minera Casapalca S.A., Cía. Minera Ares
S.A.C., Open Plaza S.A., Pesquera Exalmar S.A.A.y Creditex
S.A.A.
Competitors: Engie, Kallpa, Statkraft, Atria Energía, Elec-
troperú.
90
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14. Investments and financial activities
91
92
Annual Report Enel Américas 2019 15.
RISK FACTORS
15. Risk factors
93
Risk
management
policy
identify, analyze and evaluate risks (endogenous and exoge-
nous), in such a way so as to quantify their probability and
impact, within the risk assessment phase , as well as their
treatment, through establishing mitigation actions with their
respective action plans in joint action with the areas and Risk
Owners responsible for the different risks, also working in
conjunction with the Risk Management area. In the risk-treat-
ment phase, the necessary actions, placed within internal
policies and procedures, as well as the strict observation of
international standards (ISO and OSHAS) and government
provisions requiring evidenced and sustained risk manage-
Enel Américas follows Risk Management Control System
ment, are considered to guarantee correct governance prac-
(SCGR) procedures defined at holding level (Enel SpA), which
tices and business continuity.
establish the guidelines for risk management through the re-
spective standards, procedures, systems, etc., to be applied
Each month, the Risk Management area makes a presenta-
at the Company´s different levels in the processes of risk iden-
tion to the Board to inform them of the Company´s risk man-
tification, analysis, evaluation, treatment and communication
agement through a risk map (Risk LandScape) clearly showing
that the business must continuously face. They are approved
all the risks in their respective taxonomies, complying with
by the Board of Directors of Enel SpA, via its Control and
the calendar defined by the Board for the monthly monitor-
Risk Committee, which supports the Board’s evaluation and
ing process, within each fiscal year. The calendar consists of
decisions regarding internal controls and risk management
presenting each quarter all the risks within the risk map with
system, as well as those related to the approval of periodic
their respective analyses, complying with the Risk Policies,
financial documents.
ISO31000:2018, internal procedures and regulations that
are external to the Group, such as General Standard No. 30,
To comply with said guidelines, there is a specific Risk Man-
which governs the Annual Reports of companies established
agement policy in place within each company, which the Board
in Chile, and the Financial Market Commission´s General
reviews and approves at the beginning of each year, observing
Standard No. 385 to guarantee business continuity in compli-
and applying local requirements in terms of risk culture.
ance with correct corporate governance practices. In addition
to this process, the Risk Management area has implemented
Enel Group’s risk management system considers three lines
a continuous monitoring process of the main political, eco-
of action (defense) to obtain effective and efficient risk and
nomic, social, climate, etc. risks, which occur globally and can
control management, where business unit control is the first
positively or negatively affect the Company’s objectives, each
line of defense in risk management; the second line of de-
week informing Senior Management of such events.
fense is activated by various functions of the internal controls
developed to guarantee optimal risk management and moni-
The Internal Control management aims to guarantee that re-
toring of established compliance and, finally, the third line is
lated business activities permit to mitigate the risks related
independent assessment. . Each of these three “lines” plays
to the compliance with and strict application of all procedures
a different role within the organization’s broader governance
and standards in force pursuant to the COSO methodology
structure. Each line of defense must inform and keep senior
(Committee of Sponsoring Organizations of the Treadway
management and Directors informed about risk management,
Commission). This area meets all the requirements for the Sar-
with Senior Management being informed by the first and sec-
banes Oxley Act periodic monitoring, including the six-month-
ond line of defense and the Board of Directors, in turn, by the
ly certification of these controls by an External Audit. It also
second and third line of defense.
esablishes, in conjunction with Process Owners and Control
The Risk Management area is internationally certified under
targeted by Independent External Auditors and continuously
ISO 31000:2018 (G31000) and acts in accordance with the
improve the processes, monitor their impact and communi-
current guidelines of this international standard to manage the
cate the status to the Board of Directors.
Owners, remediation actions to mitigate control deficiencies
companies´ risks, where the main objective is to preventively
94
Annual Report Enel Américas 2019 s
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5
1
The Company’s governing bodies and senior management
Sustainability: includes environmental, social, and gover-
are the main stakeholders served by the “lines” and are best
nance risks implicit in the Company’s business, including:
placed to make sure that the Three Lines of Defense mod-
el applies to the organization’s risk management and control
•
Environmental risks: caused by the impact of the Com-
processes.
pany’s operations on the environment, including biodiver-
sity and the use of resources, as well as those arising
The Enel Group´s risk management system is subject to reg-
from climate change.
ular testing and audit checks, taking into account corporate
•
Social risks: mainly social conflicts or community de-
operations and the situation in question, as well as best prac-
mands whose intensity may jeopardize the continuity of
tices and guidelines issued by internal norms and regulations
operations, as well as those related to own and third-par-
such as ISO 31000: 2018 (G31000), COSO (Committee of
ty employees.
Sponsoring Organizations of the Treadway Commission), etc.
• Governance risks: which could originate from unlawful
The Company has set up a Crisis Committee to guarantee a
by own staff members or contractors or anti-competitive
conduct, including corruption, lobbying activities, etc.,
clear, fast and efficient decision-making process and internal/
practices.
external communication to manage any event that may com-
promise people’s safety, continuity of public and business
Reputation/Image: risk of image loss or damage.
services, the environment, asset protection, the Company´s
image, reputation and management, as well as to minimize
Legal: risks related to civil, strategic, consumer, environmen-
impacts on stakeholders and guarantee rapid restoration of
tal, as well as contractual, labor and tax terminations.
normal operating conditions.
Cybersecurity: risks related to information security and cy-
The Company seeks to hedge all the risks that may affect the
berattacks.
Company’s objectives, which, among others, are detailed be-
low:
Emerging risks related to the personal data protection: risk
of non-compliance with applicable privacy and data protection
Financial: covers market risks (related to changes in the mac-
laws or breach of contractual requirements with respect to
roeconomic scenario, caused by changes in interest rates, ex-
the products and services delivered.
change rates and inflation expectations) and credit risks (pos-
sibility that counterparts may not meet their commitments).
Emerging risks related to digitization, IT efficiency, and
service continuity: risks arising from system failures or
Regulatory: risks arising from changes promoted by the most
weaknesses, as well as cyberattacks.
diverse regulators.
Business (Market / Commodity): covers risks related to the
plete risk assessment process (identification, analysis and
uncertainty about the performance of key variables inherent
valuation) under ISO31000:2018, clearly reflecting the risks
in the business, such as demand characteristics and those of
assessed, showing the probabilities and impacts thereof,
The risk taxonomy and its management includes the com-
the sector in which it operates.
quantified before and after mitigation actions are taken. Once
the risk assessment process is completed, each responsible
Operational: risks stemming from inadequate internal pro-
area, in conjunction with the risk management department,
cesses or external events.
continues to work within the treatment to reduce risk levels
through preventive management, always seeking to reduce
Strategic: risks related to innovation, investment plans, new
the probability and impact of each one, the results of which
clients, new players, cybersecurity, staff retention, business
are then presented to the Board and the Company´s senior
continuity.
management every month. The following are the risk groups
and how they are treated:
15. Risk factors
95
Financial: The Company follows the Enel Group’s Global Fi-
managed by Enel Chile´s Risk Control area through the “Risk
nancial Risk Management Policy, which sets parameters to
Matrix” that contains strategic, scenario, operational, legal,
protect the Company from possible financial operation losses,
fiscal, regulatory, cybersecurity, sustainability and reputation
as well as failures in the registration, monitoring and evaluation
risks.
processes. The provisions of the Sarbanes-Oxley Act guide
internal controls and the process of preparing and dissemi-
Sustainability: Enel Group and Enel Américas are committed
nating financial information. Internal controls are monitored
to making specific contributions to six of the 17 Sustainable
and evaluated every six months through the GRC corporate
Development Goals (SDGs): education and quality (SDG 4),
system. The Company has set up the South American Risk
accessible and clean energy (SDG 7), decent work and eco-
Control area, which is responsible for calculating the credit
nomic growth (SDG 8), industry, innovation and infrastructure
rating of its counterparts in all South American countries (Bra-
(SDG 9), sustainable cities and communities (SDG 11) and
zil, Argentina, Peru and Colombia), before signing contracts,
Climate Action (SDG 13). This commitment was the product
using criteria that classify counterparts by risk level and limit
of establishing the sustainable business model and is, there-
their level of exposure to each counterpart (define the type of
fore, incorporated into Enel Américas´ strategic plan. Failure
guarantee required for each counterpart according to liquidi-
to comply with these commitments is a risk. In addition, the
ty level). Furthermore, this exposure is measured every day
Company contributes to other sustainable development goals.
through daily and projected cash flows, permitting to plan the
Within the sustainability risks, those related to climate change
correct allocation of available resources. The Company also
are particularly relevant because of their environmental, social
uses derivative instruments for the sole purpose of protecting
and economic impacts. Two types can be distinguished:
its financial positions subject to exchange rate and interest
rate changes.
•
Physical risks associated with climate change: related
to extreme weather conditions or to gradual but structural
Regulatory: To manage these risks, the Company controls
changes in climate conditions. Extreme events could ex-
parameters that influence the rate in different scenarios, con-
pose Enel to more or less prolonged unavailability of as-
sidering even the estimated hydrological conditions.
sets and infrastructure, delayed recovery costs, inconve-
niences to clients, etc. Recurring changes that affect the
Business (Market / Commodity): The energy price fluctua-
resources needed for electricity generation or demand are,
tion risks are managed by specialized teams in the energy
for example, drought and temperature increases.
market, responsible for assessing demand development and
the hydrological scenario over a five-year horizon, using sta-
The geographical diversity and technologies used in genera-
tistical models. The Company then defines its participation in
tion and a good predictive measurement of climate phenom-
auctions for energy purchase. Long-term contracts contain
ena permit us to mitigate and manage the changes linked to
guarantees of compliance with industry regulation, with the
climate patterns.
lowest sanctions.
Operational: Represents operation risks in which the quality
network to make us more resilient when faced with these cli-
of the energy supply and the rate of loss are the main iden-
mate events. All areas of the Group are subject to ISO 14001
tified aspects. These risks are managed through formal, op-
certification and, through the application of the internationally
erational and execution business standards and procedures.
recognized Environmental Management Systems (EMS), po-
Additionally, the Company has several operating systems in
tential risk sources are monitored so that any critical points
Added to this are the large investments in the distribution
place that are also used as tools to prevent these risks, as well
can be detected promptly.
as to guarantee the availability and efficiency of distribution
and transmission networks, through our substations to avoid
• Risks of transitioning to a low-carbon economy may in-
regulatory sanctions in terms of non-compliance with the lim-
volve risks related to regulatory, political, legal, techno-
its imposed in terms of quality and losses.
logical and market changes with short-, medium- and
Strategic: Represents the risks that affect an organization’s
in managing these risks is that it belongs to a group that
business strategy or strategic objectives. These risks are
operates in a more mature market that can share correct
long-term effects. Enel Américas´ competitive advantage
regulatory, technological practices, market, etc.
96
Annual Report Enel Américas 2019 In relation to the management of social risks it is important to
well as losses stemming from an unfavorable decision in judi-
highlight the following:
cial or administrative proceedings (civil, strategic, consumer,
contractual terminations, labor and tax procedures).
•
Social conflicts in countries whose intensity may
jeopardize continuity of operations. To address these
Cybersecurity: Digitization is a fundamental element in the
potential impacts, Enel has put in place contingency plans
Enel Group´s growth and development, exposing it increas-
and processes. Aware of the strategic role that electrici-
ingly to the cyberspace risks and threats. As it is a cross-cut-
ty plays for countries, these plans prioritize the system´s
ting risk and with the same forms and impacts around the
continuity of generation, the supply of electricity to our
world, the Company has a specialized area, a unique, central-
clients, and the safety of our workers and collaborators.
ized and highly prepared area called the Computer Emergency
•
Conflicts arising from the demands of communities
Response Team (CERT), which monitors and supports all the
surrounding our plants. Enel maintains an ongoing
Group´s companies. Cert is part of the Cybersecurity area,
relationship with local communities, through dedicated
made up by the Technical Office, which continuously monitors
teams at regional level. With its social investment in the
and protects (24x7x365) the facilities to prevent the multiple
areas in which we operate, the Company aims to cre-
attacks to which we are exposed and also a data collection
ate the conditions for the socio-economic development
area, SOC (Software Operation Center), which analyzes and
of communities by co-designing common prospects for
studies the different problems that occur in the systems, in
long-term growth with them.
search of continuous protection improvements throughout
•
Risks caused by accidents of both our own staff mem-
the organization. The Cert is mainly based in Italy and Spain
bers and contractors are the risks that Enel mitigates by
but it also has a local manager, a focal point in each South
promoting the culture of safety, setting up policies, safety
American country, which is part of the CERT and is responsi-
integration into processes and training, among others.
ble for reporting potential local risks and taking the necessary
•
Related to employee attraction and retention in the
measures to guarantee operational continuity.
context of energy transition. To meet these challeng-
es Enel has diversity policies, along with those of talent
Furthermore, the risk matrix includes emerging cross-cutting
management and promotion. The Company carries out
risks related with:
different initiatives to reconcile professional and personal
life and also promotes staff members´ education and of-
•
Personal data protection: The collection and processing
fering scholarships and courses.
of personal data is one of the biggest challenges in the
digitization era and market globalization. Enel Américas
In relation to risk management governance, it is important to
has taken on this challenge by accelerating the digital
highlight the following:
transformation processes while increasing the number of
clients in the different countries where it operates. This
•
Those stemming from unlawful conduct, including cor-
involves a natural exposure to the risks related to per-
ruption, lobbying activities, etc., by our own staff or con-
sonal data processing and to the ever-increasing privacy
tractors or anti-competitive practices. Enel has put in
legislation, whose incorrect implementation may cause
place an Internal Control and Risk Management System
economic, financial, and reputational loss and damage to
based on commercial rules and procedures.
both our Group and the holders of such data. To manage
• Human Rights violations, risks that are addressed through
and mitigate these risks, Enel has adopted a framework
due diligence from which action plans are derived to ad-
to guarantee that personal data protection of all the peo-
dress the gaps.
ple with whom we interact, is fully respected. Enel Améri-
cas complies with the current legislation on the subject in
Reputation and image: risk of negatively affecting the Com-
Chile, mainly Law 19.628 on Private Life Protection and is
pany’s public image and damaging its relationship of trust with
gradually implementing actions consistent with the Euro-
shareholders.
pean Personal Data Protection Regulation (GDPR), which
although not a law in Chile, the Enel Group is complying
Legal: These are risks that can be defined as a possibility of
as it wants to raise its standards of protection to the re-
loss stemming from fines, penalties or compensations arising
quirements of this regulation. Therefore, the appointment
from actions imposed by supervisory and control bodies, as
of the Personal Data Protection Officer (“OPD”) who will
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15. Risk factors
97
be responsible for supporting the different areas of the
ing out the Company´s business activities and the Company’s
business, to make personal data protection a key ele-
employees´ corporate actions, whether they are senior man-
ment in the various activities of the business is currently
agement executives, employees or partners in any way linked
in the process.
to the Company.
• Digitalization, IT efficiency and service continuity: Enel
is digitally transforming its entire value chain by develop-
ing new business models and digitizing its processes. As
a result, it is increasingly exposed to risks related to infor-
mation technology (IT) operating systems, implemented
throughout the Company, which could lead to data dis-
ruptions or loss. To mitigate these risks, the responsible
unit, Global Digital Solutions (GDS), has established an
Interest Rate Risk
Interest rate variations modify the fair value of those assets
and liabilities that bear a fixed interest rate, and also the afore-
mentioned future asset and liabilities flows at a variable inter-
internal control system, which includes checkpoints along
est rate.
the whole value chain. Enel is also promoting the dissem-
ination of digital culture to successfully drive digital trans-
formation and minimize the associated risks.
The aim of interest rate risk management is to reach a debt
structure balance that allows to minimize debt costs due to
reduced volatility in the income statement.
The Enel Group´s organizational risk management structure
has put in place a global risk management committee with the
following functions: approving the risk policies proposed by
the Holding Risk Controller; approve the proposed exposure
limits; authorize breaking the limits; define risk strategies by
Depending on the Group´s estimations and debt structure ob-
jectives, the Company carries out hedging operations through
derivative contracts to mitigate these risks. The instruments
currently used are interest rate swaps that set variable rates
identifying action plans and tools to mitigate risks and overall
to fixed rates.
risk management and control monitoring.
The risk management process is decentralized within each
Company in the group. Each manager responsible for the op-
The comparative structure of the Enel Américas Group´s fi-
nancial debt according to the fixed interest rate and/or pro-
tected over the total gross debt, after incurred derivatives, is
erational process in which the risk originates is also responsi-
as follows:
ble for the treatment and adoption of risk control and mitiga-
tion measures.
To monitor compliance with the internal policies, including
risk-related policies, the Company has established an Inter-
nal Audit team, responsible for regularly auditing and verifying
that established policies and controls are in operation.
In compliance with the global commitments in terms of Sus-
tainability (ESG, SDG), the Risk Management Area together
with the Sustainability area, developed the methodological
foundations to define the process to identify the risks affect-
ing compliance with the Company’s commitments and related
to this issue, directly involving all responsible units , raising
awareness of the relevance of this issue to the Company and
the world at large, leading to the sustainability risk matrix.
Gross Position
Fixed interest rate
12-31-2019
%
12-31-2018
%
39 %
59 %
Exchange Rate
Risk
Exchange rate risks fundamentally correspond to the follow-
ing transactions:
The Enel Group has implemented a Code of Ethics, which ex-
presses ethics commitments and responsibilities while carry-
• Debt incurred by the Group’s companies denominated in a
different currency from the one the flows are indexed to.
98
Annual Report Enel Américas 2019
•
Payments related to the acquisition of materials lined to
Considering the operational conditions of electricity genera-
projects and corporate insurance policy payments and
tion, hydrology, and commodity price volatility in international
made in a different currency from the one the flows are
markets, the Company permanently reviews if it is convenient
indexed to, among others.
to hedge positions to reduce the impacts of price variations in
• Revenues of the Group´s companies that are directly
the Company´s income.
linked with the development of currencies not related to
the companies’ flows.
On December 31, 2018, the Company signed purchase opera-
•
Flows from foreign subsidiaries abroad to the parent
tions of future energy contracts of 5.28 GWh. These purchas-
company in Chile, exposed to exchange rate variations.
es support energy sale contracts in the wholesale market. On
To mitigate exchange rate risks, Enel Américas’ hedging policy
sale of 10.92 GWh and 7.2 GWh for the purchase of future
December 31, 2018, the Company settled contracts for the
for exchange rates is based on cash flows and contemplates
energy.
maintaining a balance between the flows indexed in US dol-
lars or local currencies and the levels of assets and liabilities
On December 31, 2018, future contracts for the purchase of
denominated in that currency. The aim is to minimize cash
energy totaled 5.28 GWh. These purchases supported con-
flows exposure to exchange rate variations.
tracts for the sale of energy in the wholesale market. As of
December 31, 2018, the Company settled 10.92 GWh of sale
The instruments currently used to comply with the policy are
contracts and 7.2 GWh future energy purchase contacts.
currency swaps and exchange rate forwards. Likewise, the
policy seeks to refinance debt in the functional currency of
each Company.
Commodities Risk
Liquidity Risk
The Group maintains a liquidity policy consisting of incurring
committed long-term credit facilities and temporary financial
Enel Américas Group is exposed to commodity price variation
investments, in sufficient amounts to support the forecast
risks, mainly through the following:
needs for a period of time related to debt and capital markets
•
Fuel purchases for electricity generation.
•
Energy purchase-sale operations that take place in the
maturities, after financial derivatives. For further details re-
The aforementioned forecast needs include net financial debt
local markets.
garding the characteristics and conditions of financial debt and
financial derivatives see Notes 20 and 22 of Enel Américas´
context and expectations.
To reduce risks in severe droughts, the Group has designed
Financial Statements.
a commercial policy that defines the level of commitment of
energy sales according to the generation capacity of power
As of December 31, 2019, Enel Américas Group´s liquidity
plants in a dry year, including risk mitigation clauses in some
stood at US$ 1,939 million in cash and cash equivalents and
contracts with free clients. In the case of regulated clients
US$ 706 million in available non-committed long-term credit
subject to long-term tender processes, indexing polynomials
facilities. As of December 31, 2018 Enel Américas Group´s
are established that permit to reduce commodity exposure.
liquidity stood at US$1,904 million in cash and cash equiva-
lents, and US$ 1,269 million in available non-committed long-
term credit facilities.
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15. Risk factors
99
Credit Risk
Enel Américas constantly monitors its credit risk in detail.
Receivable Commercial
Accounts
With regards to credit risk related to receivable accounts from
commercial activity, this risk is historically very limited given that
payments from clients are very short-term so they do not individ-
ually accumulate a significant amount. This is applicable to both
our electricity generation and distribution businesses.
In some countries, in our line of electricity generation, clients in
arrears may face energy cuts and also in almost every contract
non-payment is a cause for contract termination. That is why
credit risk is constantly monitored and the maximum amounts
exposed to such risk are measured.
In the case of our electricity distribution companies, energy cuts
are the Company’s prerogative in case of non-payment by cli-
ents. This is implemented according to the existing regulation in
each country, which makes the evaluation process and credit risk
control easier, which is also limited.
Financial Assets
Measuring
Risk
Enel Américas Group develops a Value at Risk measurement
for its debt positions and financial derivatives, to monitor the
risk taken on by the Company, limiting the volatility of the in-
come statement.
The portfolio of included positions to calculate the Value at
Risk is composed by:
•
Financial debt
• Derivatives to hedge debts
The calculated Value at Risk represents the possible variation
of the previously described portfolio’s value during one quar-
ter with a 95% reliability. To achieve that, the Company carries
out a volatility study of the risk variables that affect the posi-
tion portfolio’s value, including:
• US dollar Libor rate.
•
The different currencies in which our Company operates,
the regular local indices for banking transactions.
• Exchange rates of the different currencies considered in
Cash surplus investments are made in first-rate national and
the calculations.
international financial entities, according to limits established
by each institution.
The Value at Risk calculation is based on the extrapolation of
future scenarios (in one quarter) of market values of the risk
The Company selects banks with an investment grade cred-
variables in terms of the scenarios based on real observations
it risk rating, considering the recommendations of the three
for the same period (quarter) for five years.
main international rating agencies (Moody’s, S&P and Fitch).
Placements can be backed up by treasury bonds of the coun-
lated as the percentile of the most adverse 5 % of the possi-
The Value at Risk of one quarter with a 95% reliability is calcu-
try where the operation takes place and/or bank securities
ble quarterly variations.
issued by first-rate banks, privileging the latter because they
offer greater returns (always following the existing placement
Considering the hypothesis described above, the Value at Risk
policies).
in a quarter of the described positions corresponds to US$
361 million.
This value represents the potential increase in the debt and
derivatives portfolio, therefore this value at risk is directly re-
lated, among other factors, to the value of the portfolio at the
end of each quarter.
100
Annual Report Enel Américas 2019 Other Risk
Factors
In 2019 approximately 55% of the consolidated installed gen-
eration capacity was hydroelectric. Therefore, extremely dry
hydrological conditions can adversely affect the Company’s
business, the operating results and its financial position. The
hydrological conditions in the region have been frequently
affected by two weather phenomena — the “El Niño” and
“La Niña”— which affect rainfall and have caused droughts
or flooding, depending on the affected region. Drought could
Some South American economies have historically been
influence the Company’s ability to distribute energy from its
characterized by frequent and, occasionally drastic, inter-
hydroelectric facilities.
ventionist economic measures imposed by their govern-
ments including expropriations, which may adversely af-
The “El Niño” phenomenon has affected hydrological con-
fect Enel Américas´ business and financial results.
ditions in Colombia in the past, where 88% of the installed
Governments have modified monetary, credit, tariff, fiscal and
capacity is hydroelectric, leading to a fall in precipitations and
other policies to occasionally steer the direction of the econ-
high temperatures during the period, and, consequently, to an
omies of Argentina, Brazil, Colombia and Peru according to
increase in energy prices. In March 2017, the “El Niño Coste-
their needs. Although Enel Américas has no assets in Chile,
ro” phenomenon in Peru caused unusually heavy rainfall that
it is a company incorporated under the laws of the Republic
flooded the Santa Eulalia River, led to countless landslides
of Chile. Therefore, it is subject to changes in fiscal, labor, and
and avalanches in the coastal basins, and caused disruptions
monetary laws, among others. Other government actions car-
in several of the hydroelectric plants, mainly Callahuanca (83
ried out in these South American countries have also included
MW) and Moyopampa (69 MW). Each “El Niño” event is dif-
wage, process and tariff controls, and other interventionist
ferent and, depending on its intensity and duration, the mag-
measures such as expropriation and nationalization.
nitude of its social and economic effects could be devastating.
In the distribution business, if certain service and technical
The distribution business is also affected by harsh weather condi-
standards are not met, there might exist a risk of losing con-
tions, mainly in Argentina. With extreme temperatures, demand
cessions. In some concessions, such as the ones in Buenos
can increase significantly over a short period of time, which could
Aires and Rio de Janeiro, it may be especially difficult to meet
affect the service and cause interruptions that could lead to fines.
some of the minimum standards required. Should it not be
Depending on the weather conditions, the results obtained by
possible to comply with these regulatory standards, the local
our distribution business may vary from year to year.
power regulator might revoke the concession and reallocate
it to a competitor. For example, the loss of a concession by
Operational expenses tend to increase considerably during
a major subsidiary could lead to the loss of a debt liability by
drought periods when thermoelectric power plants dispatch
that subsidiary, which could trigger a cross-noncompliance,
more frequently. Depending on our commercial commit-
bankruptcy, or insolvency proceedings. Such events could
ments, we may have to purchase electricity from the spot
have a significant adverse effect on contractual obligations un-
market to comply with all our contractual supply obligations
der Enel Américas´ debt covenants.
and the cost of these energy purchases may exceed the price
at which we must sell the energy we buy, thus leading to
For 2020 we expect there will be fiscal reforms and amend-
losses under such contacts.
ments to tax laws in Chile, Colombia, Brazil, and Peru. The
changes in government and monetary policies in relation to
Droughts also affect the operations of thermoelectric power
duties, exchange controls, regulations and taxation may re-
plants, including facilities that use natural gas, diesel, or coal
duce the Company’s profitability. Inflation, devaluation, social
as fuels, in the flowing ways:
instability, and other political, economic, or diplomatic events,
including the response to these circumstances by regional
•
Thermoelectric plants require water for cooling and
governments, may also reduce the Company’s profitability.
droughts reduce the availability of water. As a result,
The Company’s businesses depend, to a large extent, on
which are also experiencing water shortages. These wa-
hydrological conditions, storms, ocean currents, flooding,
ter purchases can increase operational costs and lead to
and other weather conditions.
negotiations with local communities.
water may need to be purchased from agricultural areas,
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15. Risk factors
101
•
Thermoelectric power plants that burn natural gas gener-
in December 2019, the Argentine Congress declared a public
ate emissions such as nitrogen oxide (NO), carbon diox-
emergency that would last until 31 December 2020 and ap-
ide (CO2), carbon monoxide (CO) gases, Sulphur dioxide
proved emergency economic measures to stabilize the econ-
(SO9) and release particulate material into the atmo-
omy and to resolve the increasing social crisis. These mea-
sphere. Therefore, greater use of thermal plants during
sures included tax increases on certain U.S. dollar exports and
drought periods generally increases the risk of producing
purchases, subsidies for retirees, and more executive powers
higher levels of greenhouse emissions.
over finance, taxes, administration, pensions, tariffs, energy,
The recovery from droughts that affect the regions where
electricity and natural gas tariffs for 180 days and announced
most of the hydroelectric power plants of the Company are
a new distribution tariff scheme that should be in effect by the
health, and social affairs. The Argentine government also froze
located can last for a long time and new episodes of drought
second half of 2020.
may occur in the future. A prolonged drought may exacerbate
the risks described above and have an adverse effect on Enel
Argentina’s annualized inflation rate has risen significantly
Américas business, operating results, and financial position.
over the past three years, from 24.8% in 2017, 47.6% in 2018
and 53.8% in 2019, while the Argentine peso has depreciated
We are subject to potential financial risks arising from cli-
by almost 73.5% against the US dollar over the same peri-
mate change legislation and regulation to limit greenhouse
od. To combat inflation, the Central Bank of Argentina raised
gas (GHG) emissions.
the floor of its benchmark interest rate to 78% in Septem-
Future climate change legislation and regulation that restricts
ber 2019, but subsequently lowered it to 58% in December.
or regulates GHG emissions could lead to increased operating
Some economists are concerned that the government owes
costs and have a significant adverse effect on our business,
a substantial amount of short-term debt at high interest rates
operating results and financial position. The implementation
in both U.S. dollars and Argentine pesos. In December 2019,
of any international treaty or any legislation or regulation that
the Argentine government postponed payments of US$ 9.1
imposes new or additional reporting obligations, or limits GHG
billion in Argentine Treasury bills until August 31, 2020, which
emissions from our operations, may mean that we must incur
led rating agencies to reassess the credit quality of the Argen-
additional costs to meet such requirements and may also re-
tine government.
quire the reduction or limitation of GHG emissions associated
with our operations. These additional compliance costs may
In January 2020, S&P Global evaluated Argentina’s credit rat-
include additional costs to operate and maintain our equip-
ing as “speculative grade”, with a negative perspective, from
ment and facilities, install emissions controls, or pay taxes
“CCC-”. In August 2019, Moody’s lowered its rating from “B2”
and rates related to GHG emissions, which could have a sig-
to “Caa2”. Moody’s perspective is still under review as of the
nificant adverse effect on our business, operating results, and
date of this report.
financial position.
An economic downturn in Argentina or a sharp depre-
Because of the above, as of July 2018, Argentina has been
ciation of the Argentine peso would adversely affect the
considered a hyperinflationary economy according to the NIIF
Company’s businesses.
accounting standards. The general price index was used ret-
The Argentine peso was one of the world currencies which
rospectively in order to present the amounts related to the
experienced one of the steepest devaluations against the US
Argentine subsidiaries in Enel Américas´ consolidated finan-
dollar in 2019 equal to an annual depreciation of 37.1%. On Au-
cial statements so as to reflect the purchasing power of the
gust 12, 2019, the Argentine peso depreciated 18.6% against
Argentine peso according to the provisions described in the
the US dollar in a single day, after Alberto Fernandez defeated
NIC 29, “Financial Information in Hyperinflationary Econo-
President Mauricio Macri in a presidential primary election.
mies”. Non-monetary assets and liabilities were restated since
On 10 December 2019, Mr. Fernández took up Presidency in
February 2003, the most recent date on which inflation adjust-
the midst of a two-year economic recession. The country’s
ments were applied for accounting effects in the Argentine
macroeconomic outlook for 2020 remains risky because of
subsidiaries. Our consolidated financial statements have not
high interest rates, the threat of government default on ex-
been restated to reflect the indexation gain of non-monetary
ternal and local debt, rising poverty and unemployment, and
assets and liabilities of our Argentine subsidiaries prior to Jan-
a high inflationary environment. In response to the situation,
uary 1, 2018.
102
Annual Report Enel Américas 2019 A further deterioration of the Argentine economy, a continued
The delays or modifications of any proposed project, and the
devaluation of the Argentine peso against the US dollar driven
laws or rules may change or be interpreted in a way that can
by hyperinflation, or the initial freeze and subsequent reduc-
adversely affect the operations or plans for the companies in
tion in electricity distribution rates may adversely affect the
which the Company has investments, which can adversely af-
Company´s operating results and financial position. For fur-
fect its business, operating results and the financial position.
ther information, see the Notes to our Consolidated Financial
Statements.
Regulatory authorities may impose fines on the Company’s
subsidiaries because of operational failures or non-compli-
Government regulations may adversely affect the Compa-
ance with regulations.
ny’s businesses, cause delays, hinder the development of
Electricity businesses may be subject to regulatory fines for
new projects or increase operating costs and capital expen-
any breach of current regulations, including power outages,
ditures.
in the four countries in which the Company operates. The
The Enel Américas´ subsidiaries are subject to extensive regu-
Group´s generation subsidiaries are supervised by local reg-
lations on tariffs that apply to their clients and other aspects of
ulators and may be affected by these fines in cases where, in
the business, and these rules may negatively affect profitability.
the opinion of the regulator, operational failures that affect the
For example, the different governments in the countries where
regular supply of energy to the system are the responsibility
the Company operates may implement rationing policies during
of the Company. Additionally, subsidiaries may be required to
droughts or prolonged failures in rationing services, which
pay fines or compensate clients if subsidiaries cannot provide
could adversely affect the Company’s business, operating re-
electricity, even if such non-compliance is due to forces be-
sults, and financial position.
yond the subsidiaries’ control, or if they do not comply with
environmental or other regulations.
Electricity regulations issued by governments in the countries
where the Company operates may affect the capacity of gen-
In 2019, ANEEL imposed $ 13.6 million reais fines on Enel
eration companies to raise sufficient revenue to offset their op-
Distribución São Paulo because of errors in commercial proce-
erating costs, which could adversely affect business, operating
dures related to the interruption of the electricity supply, Enel
results and financial position. Governments may also delay the
Distribución Rio was fined $ 7.4 million reais for a partial viola-
distribution tariff review process, or the rate adjustments de-
tion of the quality of service indicators, and Enel Distribución
fined by regulatory authorities may be insufficient to transfer
Ceará was fined with $ 5.2 million reais for technical problems
our costs to clients.
with the process of maintaining call center data.
Our operating subsidiaries are also subject to environmental
Enel Américas depends on payments from its subsidiaries
regulations that, among other things, require environmental
and affiliate companies to meet its payment obligations.
impact studies for future projects and they must also obtain
To meet its obligations, the Company depends in part on the
building and operating permits from local and national regula-
cash received from dividends, loans, interest payments, cap-
tors. Authorities may withhold or delay the approval of these
ital reductions and other payments from its subsidiaries. The
permits until the completion of environmental impact studies.
ability of the subsidiaries to meet dividend, interest and credit
Therefore, the processing time may be longer than expected.
payments, and deliver other distributions is subject to legal
Environmental regulations for existing and future generation
limitations, such as dividend restrictions, fiduciary duties, con-
capacity have become stricter and require greater capital in-
tractual restrictions that may be imposed by local authorities.
vestment. Any delay in compliance with the required emission
standards may be a violation of environmental regulations. If
Historically, the Company has not always been able to access
the original implementation and standard ongoing emissions
Its subsidiaries´ cash flows at all times because of certain gov-
requirements of monitoring systems are not certified, sanc-
ernment regulations, strategic and economic considerations,
tions, claims, or legal claims for damages may take place. We
and credit restrictions. In the future, it is likely it will not be
expect more restrictive emission limits to be set in the future.
able to rely on cash flows from the operations of those enti-
ties to pay off the Company’s debts.
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15. Risk factors
103
Limits on dividends and other legal restrictions. Some sub-
Enel Américas controls Emgesa and Codensa in Colombia
sidiaries are subject to legal reserve requirements and other
through a shareholder’s agreement with Grupo Energía Bo-
restrictions on dividends payment. Other legal restrictions,
gotá S.A. ESP (“GEB” for the Spanish abbreviation). In De-
such as currency controls, may limit the ability of subsidiaries
cember 2017, the Company was informed that GEB submitted
and associates to pay Enel Américas dividends, and amortize
to arbitration the differences between the parties related to
credits, pay dividends or make other payments. Furthermore,
the distribution of new revenues of 2016 of these two Colom-
the ability of any of the subsidiaries that are not wholly owned
bian subsidiaries. GEB claims that Enel Américas breached
by Enel Américas to pay in cash may be limited by the fidu-
the requirements of the shareholders agreements that reg-
ciary duties of the directors of such subsidiaries to minority
ulated the method of income distribution, forcing parties to
shareholders. Moreover, some of the subsidiaries may be re-
vote in favor of distributing 100% of the benefits that can po-
quired by local authorities, pursuant to applicable regulations,
tentially be distributed in each period, distributing only 70%
to reduce or eliminate dividend payments. As a result of such
of the 2016 net income. The claims seek a 100% distribution
restrictions, any subsidiary may, under certain circumstances,
of the net income obtained in 2016 for each Company. The
not be able to deliver cash to Enel Américas.
amount in dispute is US$ 21 million for Codensa and US$ 27
Contractual Obligations. The restrictions for dividend distri-
that might force Enel Américas to always vote for the distri-
bution included in some credit agreements of the subsidiary
bution of 100% of net income every year, which would not be
Enel Generación Piura and several subsidiaries in Brazil may
financially viable for our subsidiaries and our Company.
million for Emgesa. An adverse ruling would bring a precedent
prevent dividend payments and other distributions to share-
holders if they are non-compliant with certain financial ratios.
The financial position or the operating results might be affect-
In general, credit agreements ban any type of distribution in
ed if the defense of this litigation is not successful or other
the event of any current non-compliance.
claims taken against the Company might arise. For further in-
formation regarding lawsuits, see note 34.3 of the Enel Améri-
Operating Results of subsidiaries. The capacity of subsidiar-
cas’ consolidated Financial Statements.
ies and affiliates to pay dividends, credit amortizations or to
deliver other distributions to Enel Américas is limited by their
Political developments or financial crises or any other crises
operating results. If the cash requirements of any subsidiary
anywhere in the world may substantially affect the countries
are higher than their available cash flow, said subsidiary will
where Enel Américas operates and, therefore, might nega-
not have cash available to hand over to the Company.
tively Impact operations and liquidity.
The currency of any dividend paid by our subsidiaries is sub-
to external impacts that could cause significant economic dif-
ject to depreciation in relation to our functional currency,
ficulties and affect growth. If any of these countries should
which will have a negative impact on our capacity to pay divi-
experience lower-than-expected economic growth or reces-
The countries where Enel Américas operates are vulnerable
dends to shareholders.
sion, consumer demand is likely to decline and some of our
clients might find it difficult to pay their electricity bills, possi-
Any situation described above could adversely affect the busi-
bly increasing the uncollectable bills. Any of these situations
ness, the operating results, and the financial position.
could adversely affect the Company´s operating results and
Enel Américas is involved in litigations.
the financial position.
Enel Américas is currently involved in several litigations that
Political or financial developments in other places in the world
may lead to unfavorable outcomes or financial fines for the
may also adversely affect the Company’s business. For ex-
Company. Enel Distribución Goiás has been involved in a tax
ample, since 2018, the United States and China have been
litigation for claims that date back to a period prior to its pri-
involved in a trade war that involves protectionists measures,
vatization, and the claim may not only have an adverse effect
thus increasing the volatility of global financial markets be-
on the Group, but also exhaust resources and attention for
cause of the uncertainties that come from certain political
many years.
decisions. Instability in the Middle East or in any other import-
104
Annual Report Enel Américas 2019 ant oil-producing region may also increase oil prices therefore
economic and market conditions in other countries which, in
affecting operating costs of thermal generation power plants
turn, might seriously affect the Company´s securities.
which, in turn, would have an adverse impact on operating
results and the Company´s financial position.
Changes in social, political, regulatory and economic condi-
tions or in the laws and policies governing foreign trade, man-
The US federal government experienced some temporary
ufacturing, development and investment, and political crises
shutdowns, such as the most recent in 2018-2019 involving
and uncertainties in the countries in which we operate and
the SEC among many other federal agencies, which was the
other South American countries could negatively affect econ-
longest in the country’s history and which lasted 35 days.
omies in those countries and negatively impact our business,
Even the temporary or predicted US government shutdowns
operating results and financial position. For example, in De-
may have an adverse effect on the implementation and lead
cember 2019, Argentina’s new government declared a public
to higher costs related to our main international financing ac-
state of emergency and established several economic mea-
tivities as well as our mergers and acquisitions.
sures to stabilize the economy and resolve the social crisis. In
Peru, there has been a constitutional crisis since September
Additionally, an international financial crisis and its negative
2019 when President Vizcarra dissolved the Peruvian Con-
effect on the financial industry may have an adverse impact on
gress. The institution initially refused to recognize the action
the Company’s capacity to obtain new bank loans according
and declared the vice president as interim president, who re-
to past terms and conditions. An international public health
signed the next day. In Colombia, there were large anti-gov-
crisis, such as the one attributable to the COVID-19 virus,
ernment protests in November and December 2019. Initially,
which became a global health concern in December 2019,
the protests were organized by students, trade unions and
could seriously affect the countries in which we operate and
indigenous groups opposed to the changes proposed for the
our trading partners, and these effects could lead to higher
Colombian labor and pension laws and grew rapidly to focus
costs of goods also in terms of recessions affecting the elec-
on economic inequality, corruption and possible austerity
tricity demand.
measures, as well as increased violence in the countryside. In
Chile, widespread protests began in October 2019, leading to
Political developments or financial crises or of any other kind
a brief declaration of the state of emergency, the introduction
may also decrease our capacity to access capital markets in
of several social and economic reforms and an agreement to
the countries where the Company operates, as well as inter-
hold a referendum in April 2020 on the possible replacement
national capital markets for other liquidity sources, or lead to
of the Chilean Constitution. Although we do not have opera-
increases in interest rates offered to the Company. Reduced
tions in Chile, our administration and headquarters are located
liquidity may affect capital expenses, long-term investments
there, and our common shares are listed on the Chilean stock
and acquisitions, growth perspectives and dividend policy.
exchanges. Demonstrations and civil unrest in these coun-
Economic fluctuations in South America may affect the oper-
their and negatively affect our business, operating results, fi-
ations and the financial position of the Company as well as
nancial position, and the value of our stock.
tries may continue or worsen, which could negatively affect
the value of our securities.
All Enel Américas´s operations are located in South Ameri-
Insufficient cash flows of our subsidiaries located in the
ca. Therefore, consolidated revenues may be affected by the
countries with volatile economies have led, in some cases,
performance of the South American economies as a whole.
to their inability to comply with financial obligations and the
If local, regional, or global economic trends adversely affect
need to request exemptions to comply with certain financial
the economy in any of the four countries where the Company
covenants, or at some point, to request collaterals or other
has investments or operations, the financial position and op-
emergency measures from Enel Américas as shareholder, es-
erating results may be negatively affected. Enel Américas has
pecially in Brazil and Argentina.
investments in Argentina, Brazil, Colombia and Peru, all un-
stable economies that have occasionally experienced political
Should any future adverse events occur in these economies it
instability because of corruption and other scandals involving
may hinder our possibility to carry out strategic plans, which
high-ranking government officials, among other situations. The
eventually would affect adversely operating results and our
South American financial and insurance market is affected by
financial position.
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15. Risk factors
105
The construction of power plants may suffer significant de-
Reputational damage can exert significant pressures on reg-
lays, works stoppages and significant cost over-runs, as well
ulators, creditors and other interested parties, and ultimately
as the opposition of stakeholders, which can damage the
lead to projects and operations that are eventually abandoned,
Company’s reputation and potentially deteriorate its good-
which may trigger a stock price decrease and also hinder our
will.
capacity to attract and retain competent employees which
Power plants projects can be delayed because of problems
could deteriorate our stakeholders’ goodwill.
stemming from obtaining regulatory approvals or may face
equipment or workforce shortages and may be subject to
construction delays, strikes, adverse weather conditions, nat-
The Company might not be able to make the appropriate ac-
ural disasters, social conflicts, accidents, or human errors.
quisitions or successfully incorporate the acquired businesses.
Any event of this kind may negatively affect the Company’s
The Company always verifies acquisition prospect to increase
operating results and our financial position.
market coverage or complement existing businesses, al-
though it cannot guarantee that appropriate procurement
Existing markets conditions in the initial phases of a project’s
transactions can be identified and specified in the future. The
approval might be totally different to the existing ones when
acquisition and integration of independent companies that
the project is completed, therefore, in some cases, these
are not controlled by Enel Américas is generally a complex,
projects might be commercially unviable. Deviation from
time-consuming, and expensive process that requires an im-
these assumptions, including the forecast of deadlines and
portant effort and even greater costs. If an additional acquisi-
the estimation of expenses related to such projects, might
tion is made, such as the one carried out in Enel Distribución
lead to cost overruns and implementation periods which are
São Paulo in 2018, the Company might incur important debts
longer than the initial estimations, which in turn, could have a
and take on unknown liabilities, suffer a potential loss of key
negative impact on the business, operating results and finan-
employees, incur amortization costs related to tangible as-
cial position.
sets and the distraction of management from other business
concerns. Because of the acquisition of Enel Distribución São
The land to develop new projects is sometimes located in ar-
Paulo, the Company´s liabilities increased significantly, due to
eas that present important challenges in terms of geograph-
the new debt needed for the acquisition and the consolidation
ical topography (mainly in Colombia and Peru), and, in some
of the debt for the purchase of distribution Company.
cases, on mountain slopes or in jungles with a very limited
access. Moreover, in some cases the geographic location of
The integration of the acquired businesses may be hard, slow
some of the projects may also represent risks in terms of ar-
and expensive, and become a burden on the resources and
chaeological heritage. These factors also can lead to signifi-
relations with employees and clients. The acquisition might
cant delays and excessive costs.
not even be successful or might not bring the expected ben-
efits. Any delay or difficult related to the acquisition and inte-
The operation of Enel Américas´ thermal power plants, espe-
gration of its operations might lead to a material effect on the
cially those that use coal for generation, may affect the stake-
business, the operating results and financial position.
holders’ goodwill, because of greenhouse gas emissions,
which may negatively affect the environment and the commu-
Enel Américas´ business and profitability may be adverse-
nity. Additionally, communities might have their own interests
ly affected if water rights are rejected or if water conces-
and different perceptions than the Company and might be in-
sions are granted for a limited time or should their cost
fluenced by other interested parties or motivations unrelated
increase.
with the project. Therefore, if the Company does not commit
The Company owns water rights in rivers and lakes located
to the relevant stakeholders, it may face opposition that might
near its generation facilities, granted by the authorities of the
finally negatively affect its reputation, paralyze operations,
respective countries. In Colombia, the water rights or water
or lead to litigation. The reputation of Enel Américas is the
concessions are granted for different periods of time for each
foundation of its relationships with the main stakeholders and
of our electricity generation plants, in some cases for up to for
other groups of interest. If the Company does not effective-
50-year periods. However, these concessions can be revoked,
ly manage the real or perceived problems, these might lead
for example, when there is a progressive water decrease or
to negative consequences and, therefore, cause a negative
depletion. In Colombia, access to water for human consump-
impact on the business, operating results, and our financial
tion is the first priority before any other use. In Peru, water
position.
106
Annual Report Enel Américas 2019 concessions are granted for indefinite periods, and can be re-
We are subject to incremental risks in increasingly liberalized
voked due to scarcity or a decrease in service quality.
distribution markets.
Any limitation to current water rights, the requirement to ob-
requirements of maximum and minimum demand, may freely
tain additional water rights, or if the current unlimited water
choose non-regulated tariffs. This choice may harm our oper-
concessions are shortened might have a material adverse ef-
ating revenues. In some cases, clients may choose an alter-
fect on our hydroelectric development projects and their prof-
native energy supplier which would negatively affect our busi-
itability.
ness, operating results, and our financial position.
In some countries, distribution clients who comply with the
The controlling shareholder may have a substantial influ-
Exchange risks could adversely affect the results and the val-
ence on Enel Américas and may have a different strategic
ue of dividends in dollars payable to ADS holders.
vision from the minority shareholders when it comes to the
Even though the Company’s functional currency is the US
Company´s development.
dollar, our subsidiaries generate revenues in Argentine Pesos,
Enel SpA (Enel) is Enel Américas´ controlling shareholder
Nuevos Soles, Brazilian Reais and Colombian Pesos. In gener-
with 58.26% of its shareholding as of the date of this report
al, Enel Américas has been and shall be exposed in the future
and has declared its intention to increase its participation to
to the variations of local currencies in relation to the US dollar,
65% via swap agreements that involve ordinary shares and
due to temporary differences and other limitations to adjust
ADS.
tariff rates to the dollar. This exposure might substantially de-
crease the cash value generated by the subsidiaries and the
Pursuant to Chilean law, Enel SpA may establish the results
value of our dividends when indexed to the US dollar if the
of almost every important issue that requires the simple
local currencies experience a strong devaluation in relation to
majority of shareholding vote, such as the appointment of
the US currency. For example, the Chilean pesos devalued
the majority of the Board of Directors members and, subject
by 7.2% in relation to the US dollar in 2019 and continues do-
to contract and legal restrictions, also the dividend policy.
ing so rather strongly as of the date of this report. The future
Enel can also influence in an important way commercial op-
exchange rates volatility in currencies in which the Company
erations and strategy. However, its interests may, in some
receives revenues or in which it incurs expenses, can affect
cases, differ from those of the minority shareholders. For
the business, operating results and our financial position, es-
example, Enel carries out its commercial renewable ener-
pecially when expressed in US dollars, the currency that af-
gy operations through Enel Green Power S.p.A., where Enel
fects ADS holders.
Américas has no shareholding participation. Certain conflicts
of interest that may affect Enel in these matters could be
Long-term energy supply contracts are subject to market
solved against Enel Américas or its minority shareholders’
price fluctuations of certain commodities, energy, and other
interests.
factors.
Enel Américas is economically exposed to market price fluctua-
The electricity business is exposed to risks arising from
tions of certain commodities due to long-term energy sale con-
natural disasters and extreme weather phenomena in the
tracts.
current climate scenario, catastrophic accidents, and acts of
terrorism, which could adversely affect our operations, reve-
They expose subsidiaries, as selling parties, to material obliga-
nues and cash flows.
tions and contain indexed prices for different products, exchange
The Company’s main facilities include power plants and trans-
rates, inflation, and electricity market prices. Adverse changes
mission and distribution assets The Company’s facilities might
in these indices would reduce the tariffs charged under these
be damaged by earthquakes and physical risks that stem from
contracts, which could, in turn, adversely affect our business,
events such as floods. A catastrophic event could lead to a
operating results and our financial position. In the distribution
prolonged unavailability of assets, an extended business dis-
business, there also exists economic exposure to fluctuations
ruption, significant reductions in revenues due to lower de-
in energy prices.
mand or significant additional costs not covered by insurance
clauses for business interruptions and loss of profit. There
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15. Risk factors
107
may be delays between a significant accident or a catastroph-
A significant portion of financial debts is subject to cross-com-
ic event and the final reimbursement under Enel Américas´
pliance provisions, which have different definitions, criteria,
insurance policies, which normally involve a deductible and
materiality thresholds and applicability with respect to sub-
are subject to maximum limits per claim.
sidiaries that could lead to cross noncompliance. Debts may
also be due and payable immediately in cases of bankruptcy
In mid-October 2019, widespread street demonstrations and
or insolvency proceedings of a major or material subsidiary.
protests erupted in Santiago and spread rapidly throughout
Similarly, some debt holders may decide to accelerate debt in
the rest of Chile. Since then, the protests have become com-
the event of cross noncompliance with significant or import-
monplace and have sometimes been accompanied by looting,
ant subsidiaries, among other potential pact breaches.
arson, and vandalism. Violent clashes between protesters and
the police and the armed forces have resulted in significant
Enel Américas may not be able to refinance its debts or obtain
loss of human life and serious injury. The accumulated dam-
such refinancing in terms acceptable to the Company. In the
age to public and private property is evaluated at billions of
absence of such refinancing, the Company might have to set-
dollars. The impact on the country’s economy, growth pros-
tle assets at unfavorable conditions to meet due payments. In
pects, risk perception and immediate impact in terms of un-
addition, it may not be able to sell its assets at the right times
employment and loss of productivity is also significant. Our
or at the correct prices to obtain income that would permit It
corporate headquarters in Santiago suffered an arson attack
to make such payments.
on October 18, 2019, leading to the transfer of management
and employees to a different place for an extended period. It
The company may also not be able to raise the funds required
is not possible to estimate when such violence will end or the
to complete projects under development or construction.
final effects on business, but there may be long-term materi-
Market conditions or unforeseen project costs that prevail
al adverse effects because of this social crisis. Violence has
when funds are required could compromise the ability to fi-
accompanied these spontaneous acts of civil unrest in many
nance these projects and expenses.
regions in 2019. In a globalized world connected through the
Internet and the media, all the countries where we operate
The inability to finance new projects or capital expenditures,
are subject to this risk. Any natural or human catastrophic dis-
refinancing existing debt, or complying with agreements
ruption to our electricity assets in the countries in which we
could adversely affect operating results and the Company’s
operate could cause significant adverse effects on our operat-
financial position.
ing results and financial position.
If third-party electricity transmission facilities, pipeline infra-
The Company is subject to financing risks, such as those re-
structure, or fuel supply contracts do not provide adequate
lated with the financing of new projects and capital expendi-
service, The company may not be able to deliver the electric-
tures, and the risks related to refinancing maturities.
ity it sells to its end clients.
As of December 31, 2019, Enel Américas held US$ 601 mil-
To deliver the electricity it sells, the Company depends on
lion in SEC-registered bonds issued in the United States and
transmission installations that belong to other companies that
bank loans under a US$ 350 million senior unsecured revolv-
are not related and are operated independently. This depen-
ing credit agreement, all governed by the laws of the State of
dency exposes the Company to severe risks. If transmission
New York. As of the date of this report, Brazil is the country
is interrupted or the transmission capacity is inadequate, it can
with the highest refinancing risk. On December 31, 2019, the
prevent the sale and the delivery of electricity. If the energy
debt of our Brazilian subsidiaries totaled US$ 11.45 billion.
transmission infrastructure is inadequate in a region, sale cost
recovery and profits might not be sufficient. If restrictive regula-
Some of the debt contracts are subject to the following provi-
tory transmission prices are imposed, transmission companies
sions which include: (1) financial covenants, (2) affirmative and
that the entity relies on, may not have sufficient incentives to
negative covenants, (3) default events, (4) mandatory prepay-
invest in infrastructure transmission expansions, which could
ment for breach of contracts, and (5) certain control change
adversely affect operations and financial position or affect our
clauses for significant mergers or divestments, and (6) bank-
capacity to develop our whole project portfolio.
ruptcy covenants and insolvency procedures , among others.
108
Annual Report Enel Américas 2019 The construction of new transmission lines may take longer
Enel Américas might not reach satisfactory agreements in
than it did in the past, mainly because of new social and en-
the collective negotiation contracts with the unionized work-
vironmental demands that are creating uncertainty about the
ers and retain key employees should a labor conflict take
possibility of completing the projects. As a result, in some of
place.
the countries in which we operate, renewable energy projects
A large percentage of our employees are members of a union
are being completed faster than new transmission projects
and have collective negotiation contracts that must be regu-
creating energy backlogs that can be transmitted through the
larly renegotiated. Enel Américas´ business, financial position,
current transmission systems. In Argentina, for example, the
and operating results could be adversely affected should an
lack of investment in transmission lines will reduce incentives
agreement not be reached with any of the unions, or if an
for the development of renewable energy projects.
agreement with the trade unions is reached that contains con-
ditions that Enel Américas finds unfavorable. The laws in many
The Company also depends on pipelines to obtain natural gas,
of the countries where the Company operates establish legal
mainly in Peru, where more than 50% of the installed genera-
mechanisms for legal authorities to impose collective negotia-
tion capacity is thermal. The Peruvian system has occasional-
tion contracts if the parties cannot reach an agreement, which
ly faced gas and energy shortages due to the lack of installed
could lead to a significant cost increase.
capacity of gas pipelines and transmission lines, which led to
higher spot prices. Depending on the type of facility, our ther-
Enel Américas employs people who are highly specialized and
moelectric generation plants purchase gas, coal, diesel, and
certain actions such as strikes, walk-outs or work stoppages
other fuels to generate electricity. Any breach of contract or
by those employees could adversely affect our business, op-
supply shortage may stop the facilities from producing electric-
erating results, financial position, as well as the Company’s
ity in a timely manner.
reputation.
Enel Generación Fortaleza owns and operates a 327 MW nat-
The relative lack of liquidity and volatility in the Chilean secu-
ural gas combined cycle power plant. Fortaleza maintains a
rities market might negatively affect the Company’s ordinary
contract with Petrobras, the Brazilian Company that guarantees
stock prices and ADS.
Fortaleza the supply of natural gas at a fixed price until 2023.
Even though Enel Américas does not own assets in Chile, its
The main purpose of the contract is to avoid a short-term en-
stocks are listed in the Chilean Stock Market, as the Company
ergy crisis by guaranteeing thermoelectric generation because,
is regulated under the laws of the Republic of Chile as it is lo-
as we could see in 2018, hydroelectric plants are vulnerable to
cated in that country. The Chilean stock markets are substan-
adverse hydrological conditions.
tially smaller and less liquid that the main stock markets in the
United States or other developed countries. The low liquidity
From 2001 to 2017, the Brazilian government provided Fortaleza
in the Chilean market can make it harder for shareholders to
with all the fuel it needed to operate the plant. However, in
sell their ordinary stocks or the ADS holders to sell common
September 2017, Petrobras announced a unilateral termination
stocks withdrawn from the ADS program, in the quantity, at
of the gas supply contract because of an alleged economic im-
the price and at moment they choose to do so.
balance and excessive burdens, but never formally terminated
the contract. Since then, Petrobras has sporadically supplied
Lawsuits filed against Enel Américas in the other countries
natural gas to Fortaleza under the terms of the agreement, but
outside the South American countries where it operates, or
the situation is very unstable. In case of interruptions in the
the claims against the Company based on foreign legal con-
supply of natural gas, Fortaleza was in the past and might be in
cepts may not be successful.
the future forced to buy electricity at spot market prices, which
All of the Company’s operations are located outside of the
could be higher than the fixed sale price hired for Clients, such
United States. All the directors and all senior executives are
as Enel Distribución Ceará, which has entered into a contract to
domiciled outside the United States and most of their assets
purchase of the entire generation of Fortaleza until 2023. This
are also located outside that country. If any investor were to
scenario could negatively affect our business, operating results,
file a lawsuit in the United States against any of the Com-
and the financial position.
pany´s directors or senior executives, it might be difficult for
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15. Risk factors
109
such an investor to inform such people of a legal process valid
sophistication of cybersecurity incidents by international activ-
within the United States and might be difficult for them to en-
ist organizations, States, and individuals, and are among the
force, in the courts of the United States or Chile, a judgment
emerging risks identified in the planning process. Cybersecu-
rendered in the United States based on the civil liability pro-
rity incidents could damage our business by limiting our gen-
visions of the United States federal securities laws. It is also
eration, transmission, and distribution capabilities, delaying
doubtful whether a successful action could be filed in Chile
the development and construction of new facilities or capital
regarding the liability based solely under the guidance of the
improvement projects to existing facilities, disrupting clients’
United States federal securities laws.
operations, or exposing the Company to liability. Commercial
Interruption or failure of information technology and com-
outage caused by the impact of a cybersecurity incident on
munications systems or external cyber-attacks or cybersecu-
the power transmission network, network infrastructure, fuel
rity breaches of these systems could have an adverse effect
sources, or operations of third-party service suppliers could
systems are part of an interconnected system. Therefore, an
on our business, operating results and financial position.
also adversely affect our business.
Enel América operates in an industry that requires the con-
tinued operation of sophisticated information, control, and
Moreover, our business requires the collection and storage of
communications technology systems (IT systems) and net-
personal identification data on clients, employees, and share-
work infrastructure. The Company uses its IT systems and
holders, who expects it to be properly protected. Cybersecu-
infrastructure to create, collect, use, disclose, store, dispose
rity breaches may put the Company at risk or might lead to
of and process confidential information, including the Compa-
the loss or misuse of confidential or protected information. A
ny’s and clients’ data, personal information on clients, employ-
significant theft, the loss or fraudulent use of information re-
ees and their families, contractors and shareholders, among
garding personal identification may lead to high costs involved
others. In the generation business, IT systems are important
in notifying and protecting the affected individuals and/or may
to monitor the operations of power plants, maintain power
lead to lawsuits, costs, liabilities, fines or important penalties
generation and network performance, adequately generate
for Enel Américas, which may have a material and adverse
clients´ bills, achieve operational efficiency, and meet service
impact on operating results as well as the reputation of the
goals and standards. The distribution business increasingly
group with clients, shareholders and regulators, among oth-
depends on IT systems to monitor smart grids, billing pro-
ers. Additionally, the Company might be required to incur sig-
cesses for millions of clients, and client service platforms. The
nificant costs related to government actions, as a response to
operation of the generation, transmission and distribution sys-
those intrusions or to strengthen information protection and
tems not only depends on the physical interconnection of the
the electronic control systems.
facilities with the electricity grid infrastructure, but also on the
communications between the different components of the
The cybersecurity threat is dynamic and evolving, and its so-
grid. The reliance on IT systems to manage information and
phistication, magnitude and frequency are increasing. There
communication between these parties has greatly increased
is no guarantee that the Company will be able to implement
since the deployment of smart meters and smart grids, for
adequate preventive measures or accurately assess the like-
example in Brazil and Colombia, where the Company has in-
lihood of a cybersecurity incident. We cannot quantify the po-
stalled a significant number of smart meters.
tential impact of cybersecurity incidents on our business and
The generation, transmission and distribution facilities, IT
ed regulatory action could lead to in a substantial decrease in
systems and other infrastructure, as well as the information
revenue and high additional costs, including fines, third-party
processed by the Company´s IT systems could be affected
claims, repair costs, higher insurance costs, litigation costs,
by cybersecurity incidents, including those caused by human
reporting and remediation costs, security costs, and compli-
error. The industry has begun to see a greater volume and
ance costs.
reputation. These potential cybersecurity incidents and relat-
110
Annual Report Enel Américas 2019 Ethics and
transparen-
cy
Internal control
system
The Internal Control and Risk Management System (SCIGR
by its Spanish acronym) consists of a set of rules, procedures
and organizational structures that allow to identify the main
corporate risks existing in the Company and then to measure,
manage and monitor them. Specifically, the system takes into
account the recommendations of the Integrated Framework for
Internal Control, a model set up by the Committee of Sponsor-
ing Organizations of the Treadway Commission (“COSO”).
The system also guarantees the traceability of risk identifica-
tion, assessment, management and monitoring activities, con-
sidering three different types of activities:
• First level of control: consisting of all the control activities
that the Company’s operating units implement in their
processes to guarantee that operations are carried out
correctly.
• Second level of control: assigned to specific corporate func-
tions and they are supposed to manage and monitor cer-
tain risk types.
• Third level of control: internal audit activities aimed at verify-
ing the structure and operation of the internal control and
risk management system, including monitoring of first
and second level controls.
Internal Audit
The Internal Control and Risk Control System, and its alignment
with the business model, is one of the main success factors of
Enel Américas and its subsidiaries.
Internal Audit Management is responsible for objectively and
independently guaranteeing the efficiency and effectiveness of
the internal control and risk management system. Because of
its nature, the Internal Audit Management reports directly to
the Board at least once every quarter, including any serious de-
ficiencies that have been detected or possible irregularities that
must be reported to the auditing bodies or other competent
entities, or that affect the Company´s legal situation.
The Internal Audit Management department carries out audits
to periodically evaluate – under the risk based perspective – the
performance of the Company’s operations, identifying the ar-
eas of improvement and facilitating – together with the process
owners – action plans that would reinforce our Internal Control
System, minimize irregularities or cases of potential fraud that
may affect the Company. The results of each audit and the mon-
itoring of the implementation of the action plans are periodically
reported to the Board that directly monitors the proper imple-
mentation of the identified improvement actions.
Each audit includes control activities linked to the Criminal Risk
Prevention Model (MPRP), which contains the requirements
of the Crime Prevention Model of Law 20.393, which governs
Enel Américas as a Chilean-based Company and that encour-
ages the implementation of international best practices to
prevent and detect potential risks of illegal, fraudulent and in
general any other action that may be in conflict with the ethical
principles of the Enel Group.
This work methodology is also applied by Enel Américas sub-
sidiaries considering the local particularities in terms of ap-
plicable regulations and the specific context of each country
where the Company operates. In 2019. the Audit Manager and
Compliance Officer had access to the Board in the sessions
held in January, February, March, July, August and September
to report all the issues indicated above, in addition to the man-
agement of the Ethics Channel.
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15. Risk factors
111
Ethical conduct
and criminal risk
prevention model
approves the documents that are part of the compliance sys-
tem, including the Criminal Risk Prevention Model, for whose
implementation it gets the necessary support from the Crime
Prevention Officer.
The Crime Prevention Officer has sufficient organizational auton-
omy, authority and resources to carry out his functions in the
correct manner. Periodically, the Board evaluates and monitors
program implementation and improvement at the level of the
Enel Américas is fully committed to complying with the Compa-
Company’s processes, in sessions where the Crime Prevention
ny’s ethics standards and conduct, and the legislation in force in
Officer reports the main activities related to the programs´ imple-
each of the businesses where it operates, both in the internal
mentation and functioning.
and external relations with other stakeholders. Transparency and
ethical actions are an integral part of the values that lead to trust
Enel Américas´ Criminal Risk Prevention Model was officially cer-
and responsibility with stakeholders.
tified in 2018, where an external entity accredited and objectively
The Company and its subsidiaries have implemented a Code of
the Company pursuant to the requirements of Law 20.393. The
Ethics, approved by their Boards, through which they direct the
certification was granted for two years (until mid-2020), during
actions of directors, executives, employees and contractors. The
which period the company shall be constantly evaluated.
document sets out the principles, guidelines, commitments,
and ethical responsibilities in business and commercial activities
In 2019, the Board approved the upgrade of the Criminal Risk Pre-
evaluated the prevention system adopted and implemented by
management.
vention Model´s contents considering the amendments made
to Chilean Law 20.393 at the end of 2018 and the beginning of
The Code of Ethics and the main documents that are the frame-
2019, which, in its scope, incorporated the criminal responsibility
work for Enel Américas´ ethical culture are available to all employ-
of legal persons for crimes of corruption between individuals, un-
ees, Directors, suppliers and contractors and area also published
fair administration, incompatible negotiation, misappropriation,
internally and on the website, so that all stakeholders can easily
illegal fishing, pollution, activities related to protected products
access their contents.
and activities related to the scarcity of fishing resources without
the correct accreditation of their legal origin. These offences are
The Company strictly adheres to the Law on Publicly Traded
additional to the crimes of money laundering, terrorism financing
Companies which, within its criteria, establishes the indepen-
activities, receiving and handling stolen goods, and bribery, the
dence from and inexistence of conflicts of interest. At the same
latter being an extraterritorial crime.
time, the Board has adopted the voluntary observance of Gen-
eral Standard 385. Internal Audit reports the main information on
Furthermore, our Crime Prevention Officer coordinated the up-
the compliance with this Standard to the Board within its area of
grade of specific risks and controls within the scope of the Crim-
competence.
inal Risk Prevention Model with all of the Company´s areas and
processes constantly receiving the support of experts.
Enel Américas has implemented a Criminal Risk Prevention
Model (MPRP Spanish acronym) based on the Code of Ethics
All of Enel Américas subsidiaries have also put in place a com-
and the Zero Tolerance with Corruption Plan. Its objective is to
pliance program in line with the Company’s practices, including
control and prevent crimes within the organization, guaranteeing
country-specific regulatory requirements. In the not directly con-
compliance with the regulations, and the transparency of actions
trolled companies, or which are joint ventures, or related com-
in all the companies where Enel Américas holds a majority share-
panies or suppliers and contractors, the company encourages
holding, exercises control or is responsible for management. This
them to develop their own codes that are aligned with local leg-
model covers all the requirements of the Crime Prevention Mod-
islation and Enel Américas´ standards.
el defined in Law 20.393 and its amendments.
The Board is the body responsible for overseeing compliance
iaries, were recognized by the Fundación Generación Empresar-
with ethical standards and the prevention of criminal risks in the
ial and El Diario Financiero and awarded the “Generación Em-
Company, a task whose monitoring and management is dele-
presarial – Diario Financiero” prize for their commitment to the
gated to the internal audit management. This way, the Board
systematic promotion of ethics and corporate compliance with
In 2019, Enel Américas, together with Enel Chile and its subsid-
112
Annual Report Enel Américas 2019 best practices both internally and externally, obtaining one of the
three best evaluations among 49 participating companies.
In 2019, Enel Américas and its subsidiaries also maintained and
operated their communications and training plans, whose aim is
to disseminate the main aspects of the compliance program and
strengthen employees´ and suppliers´ ethics culture. These plans
considered internal and external activities, including inductions
for the Company’s new arrivals in which they receive specific
training related to Enel Américas ‘ compliance system.
ISO37001
anti-bribery
management
system
The same year Enel Américas and its subsidiaries held 145 train-
ing courses involving more than 6,000 people, focused on cor-
ruption prevention and unethical conduct, the use of the Ethics
Channel, the ISO37001 Anti-Bribery Management System and,
in general, on knowledge related to the Company’s compliance
To comply with the tenth principle of the Global Pact under which
companies are committed to combating corruption in all its
forms, including extortion and bribery, Enel Américas contributes
to meeting this commitment by implementing and maintaining
the pillars of the Anti-Bribery Management System, according
system.
to ISO37001.
Another important activity was Enel Américas´ participation at
the Eighth United Nations Forum in Geneva, Switzerland on
Business and Human Rights in the session entitled “Corrupting
the Human Rights Agenda: How Business can leverage anti-cor-
ruption practices to strengthen respect for human rights”. The
conference was attended by some 2,000 participants from gov-
ernments, businesses, civil society, investors, United Nations
agencies, among others; Enel Américas presented its anti-cor-
ruption experiences and practices implemented in South Ameri-
ca in line with Sustainable Development Goal 16 (Peace, Justice
The ISO 37001 standard specifies several measures and best
practices to help organizations prevent, detect and deal with brib-
ery, along with complying with voluntary commitments made
by Enel. At Enel Américas , this system focuses on identifying
risks, and designing, putting into practice and improving controls
and behavioral standards in operations considered risky, such
as negotiations and contract implementation with third parties,
participation in public and private tenders, financial resource
management, gift and hospitality management, personnel selec-
tion processes, incentive mechanisms for senior management,
and Strong Institutions), which are finally related and integrated
among others.
into the Enel Group´s sustainability and human rights vision and
strategy.
Some of the highlighted practices were: Due Diligence of Hu-
man Rights applied annually in all countries; initiatives imple-
mented with the collaboration of our suppliers and value chain to
promote universal respect for human rights; as well as the work
we have been doing with Multilateral Organizations, NGOs and
government entities from different countries (such as UNODC,
Transparency International, Transparency Secretariats) to make
important inroads into achieving the Sustainable Development
Goals (SDGs).
Finally, in 2019, Enel Américas participated and collaborated in
other instances with stakeholders and civil society such as Chile
Transparente, Fundación Generación Empresarial, the Argentine
Association of Ethics and Compliance, among other organiza-
tions, to share experiences and promote best practices applied
This Anti-Bribery Management System is part of Enel Américas
‘ compliance program where the Board is its highest governing
body, and which, together with the Company’s Senior Manage-
ment, promote the prevention of any type of bribery in daily ac-
tivities and operations. The ISO37001 certification strengthens
stakeholder confidence in Enel Américas, which in 2018 became
the first South American multinational company listed on the
New York Stock Exchange to obtain such certification.
As part of Enel Américas ‘ commitment to implementing global
best practices, in 2019 Enel Américas , together with its sub-
sidiaries Edesur (Argentina), Enel Codensa and Enel Emgesa
(Colombia), maintained their Certification of the Anti-bribery
Management System under the international ISO 37001:2016
standard. During the same period subsidiaries Enel Distribución
Perú, Enel Generación Perú and Chinango S.A.C (Peru) obtained,
for the first time, the ISO 37001 Anti-bribery Management Sys-
in the Company and outside, in terms of probity, organizational
tem certification.
culture , and ethical and transparency practices.
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5
1
15. Risk factors
113
Enel Américas has participated in various national activities shar-
This complaints channel is available to employees, contrac-
ing the Company´s experience in the implementation of this rel-
tors, suppliers, clients, communities, and other stakeholders,
evant certification, as well as its deployment in the subsidiaries.
with access available via telephone, face-to-face and digital
means through the intranet and the Company’s website. The
complainant can access the channel to provide more infor-
mation related to the reported situation, as well as receive
feedback and inquiries from those responsible for the man-
agement of the case.
In 2019, part of the communications management and train-
ing focused on improving the use of the Ethics Channel
through publications and training, showcasing its usefulness
and teaching employees how to use it. The company tried to
raise suppliers´ awareness of the channel at events through
promotional deliverables and talks.
In 2019, the Ethics Channel received a total of 110 complaints
in all of Enel Américas and its subsidiaries related to the Code
of Ethics. Of these, 23 were insignificant infringements – all
duly managed according to the Company’s Code of Ethics, in
matters related to contract management, conflicts of interest
and work environment.
Management of
the complaints
channel
The complaints channel, managed by the Internal Audit de-
partment, but run externally, permits anonymous reporting of
irregular behavior, contrary to the principles of the Criminal
Risk Prevention Model, the Code of Ethics or other issues
related to accounting, control, internal audit, or crimes such
as money laundering, terrorist financing, bribery, corruption
between individuals, reception of stolen goods, misappropria-
tion , incompatible negotiation, environmental crimes, among
others. This channel is governed by Whistleblowing global pol-
icy No. 107, which guarantees the whistleblower´s anonymity
and protection in case of retaliation and protection against al-
legations of bad faith.
¿Where to report?
Web corporativa
www.enelamericas.com
Right menu/Ethics channel
Internet
Direct ethics channel
https://secure.ethicspoint.eu/domain/media/es/gui/102504/index.html
Enel Américas
Internal Audit management, Santiago, Santa Rosa N°76, Piso 9.
In person or in writing
114
Annual Report Enel Américas 2019
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1
The Enel Group has a
whistleblowing policy to
organize the reception,
analysis and management of
reports concerning suspected
violations to Enel Compliance
Programs.
Channels ensure
• Anonymity
• Confidentiality
• Safety
• Protection against retaliation
Whistleblowing
Policy 107
Report a Concern
External Company
sends concerns
to Internal Audit
Internal Audit Response
Receipt notice and further
i n f o r m a t i o n r e q u e s t a n d
evidence of concern
Internal Audit performs
preliminary analysis
• What is your concern?
• Who is being reported?
• Which principle or ethical
behavior is being violated?
Internal Audit performs preliminary analysis
Internal Audit analysis
Relevant violation to
Compliance Program
Operational concern
Concern is sent to the
unit for resolution
Closure form of
concern reported
Investigation and
review of concern
reported
Unsubstantiated
concern
Concern
is filed
Disciplinary system,
implementation of
improvement and report to
Board of Directors
Ethics Channel
The Company has put in place an Ethics Channel, governed by the whistleblowing policy and duly communicated to the Compa-
ny’s employees. This channel is available to workers, contractors, suppliers, clients, communities, and other stakeholders, with
access available via telephone, face-to-face and digital means through the Company’s website. Complaints are subsequently
investigated by the Audit Management department and reported to the Directors´ Committee.
15. Risk factors
115
116
Annual Report Enel Américas 2019 16.
REGULATORY
FRAMEWORK OF THE
ELECTRICITY INDUSTRY
16. Regulatory framework of the electricity industry
117
Description
of the
industrial
sector
changed substantially in March 2013, when the Ministry of
Electricity approved Resolution S.E No. 95/2013, establishing
a payment system for generation based on average costs,
with companies delivering all generated energy to CAMME-
SA. This new compensation model became valid in February
of 2013 and was updated through Resolutions SE No. 529,
No. 482, No. 22 in 2014, 2015, and 2016, respectively. On Feb-
ruary 2, 2017, the Ministry of Electricity published Resolution
SEE No. 19/2017 replacing Resolution SEE No. 22/2016 and
established new payment guidelines for existing generation
power plants, focusing on the power availability of the units.
The transmission industry operates under monopoly condi-
tions and is composed by several companies which receive
Enel Américas and its subsidiaries and jointly controlled com-
concessions from the Federal Government.
panies participate in electricity generation, transportation,
distribution and sale in four countries. Each one has different
The distribution sector also operates under monopoly condi-
regulatory frameworks, energy matrices, participating com-
tions and is operated by companies that have also been grant-
panies, and different growth and consumption patterns. The
ed concessions. Distribution companies have the exclusive
following is a summary of the main legal bodies that regulate
responsibility for electricity to be available to end clients with-
the activity, the market structure, and the most relevant as-
in a specific concession area, without considering if the client
pects regarding the agents of each of the countries where the
has a contract with the distributor or with a generator.
Company operates.
Argentina
The Argentine electricity sector is governed by, among other
regulations, Law No. 15.336/1960, and Law No. 24.065/1992.
The Wholesale Electricity Market (MEM by its Spanish acro-
nym) has four local agent categories (generators, transmis-
sion companies, distributors and large clients) and foreign
agents (generation trading companies and demand trading
companies), companies that are authorized to buy and sell
electricity and related products.
Originally, the generation sector was organized on a compet-
itive basis (marginalism), with independent generators that
sold their energy in the MEM spot market or through private
contracts to clients in the MEM contract market, or “Com-
pañía Administradora del Mercado Eléctrico Mayorista S.A
(CAMMESA by the Spanish acronym) through special trans-
actions such as contracts under Resolution S.E. No. 220/2007
and Resolution S.E. No. 724/2008. However, this regime
Because of the economic downturn affecting the country in
2002, the government issued an emergency Law No. 25,561.
The Law eliminated the American dollar parity and imposed
the conversion of liabilities and rights previously acquired in
the American currency to the Argentine peso. This obligatory
nominal conversion from dollars to pesos seriously affected
the whole Argentinian electricity industry. Additionally, the
Government approved several regulatory measures that slow-
ly interrupted the development of the industry. The Emergen-
cy Law has been subject to successive extensions and with
regards to the last one, approved through Law No. 26,896,
was to be valid until December 31, 2015. The conversion into
Argentine pesos and the devaluation of the economy made
the renegotiation of all concession contracts necessary. In par-
ticular, the distribution sector where “Empresa Distribuidora
de Energía del Sur, S.A.” (Edesur) signed in 2006 a Contractual
Renegotiation Agreement with the government that subse-
quently was ratified through Decree PEN No. 1959/2006. This
gradually has permitted them to adapt their tariff revenues in
such a way so as to guarantee business sustainability. The im-
plementation of this agreement has been stopped since 2008
and until this year, as explained below.
118
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No generator, distributor, large user, or any other company
was created. If the seasonal price is lower than the genera-
controlled by any of the latter or under its own control, can be
tion, money is withdrawn from the fund to compensate gen-
the owner or controlling shareholder of a transportation com-
eration; otherwise money is added to the fund in the contrary
pany or its controlling companies. At the same time, transmis-
situation. Since 2002, the Ministry of Electricity has main-
sion companies may not engage in energy generation, distri-
tained the average seasonal price without major variations.
bution, purchase and/or sale activities. Distribution companies
It led to an important deficit in the stabilization fund, which
are not allowed to own generation units.
has been covered by the Argentinean state through increasing
Regulated Clients are supplied by distributors at regulated
subsidies.
rates unless they have a minimum capacity demand of 30 kW.
The resolutions approved and created because of the emer-
In such case they are considered “large clients” and can free-
gency Law had a significant impact on energy prices. One
ly negotiate their prices with generation companies.
of the most important implemented measures was Resolu-
tion SE 240/2003, which modified the way spot prices are
On December 16, 2015, through Decree 134/2015, a national
set by separating the calculation of marginal operating costs.
state of energy emergency was declared until December 31,
The main objective of Resolution SE No. 240/2003 is to avoid
2017, where the Ministry of Energy was instructed to set up
price indexation linked to dollar, and despite the fact that the
and apply actions in the generation, distribution and transmis-
dispatch is still based on the real fuels used, the spot price cal-
sion segments in order to adapt service quality and supply
culation is based on absolute gas availability to meet demand.
security; it also instructed the National Public Administration
This occurs even in circumstances where many generators
to carry out consumer rationalization programs in the respec-
used alternative fuels, such as diesel, because it is difficult to
tive entities.
obtain natural gas.
Regulation of generation
companies
In December 2004, the Ministry of Electricity via Resolution
1427/2004 approved the Adherence Law for the Rehabilita-
tion of the Wholesale Electricity Market. It was signed by the
majority of the generators, including the generation compa-
The regulation of generation companies has experienced im-
nies owned by Enel Américas (former Enersis). Through this
portant changes since the introduction of Law No. 24.065 un-
Resolution, the Ministry created a fiduciary fund known as
til the publication of Resolution S.E.E No. 22/2017. Pursuant to
FONINVEMEM, where private generators provided part of the
the aforementioned Law, all generation agents of the MEM
energy sold from 2004 to 2007 for the construction of two
must be connected to the SIN (National Interconnected Sys-
new combined cycles. In 2010, apart from this new capacity,
tem) and must comply with the dispatch order to generate
the generation companies owned by Enel Américas (former
and deliver electricity to be sold in the spot market and in the
Enersis), together with other companies participated in the
forward market (MAT). The distribution and trading companies
creation of a trust for the construction of another combined
and large clients that have signed private supply contracts
cycle, expecting the closure as a combined cycle in October
with generating companies, pay the contract price directly to
2016. Part of the credits for the energy sold between 2008
the generator, and also pay a toll to the transmission and dis-
and 2011 was also allocated to this new project.
tribution companies for the use of their systems.
As part of the agreement reached with the Government to
To stabilize generation prices when faced with the tariffs re-
develop the operations of our subsidiaries in Argentina, on Oc-
ceived by clients, the market established a seasonal value
tober 12, 2012 Costanera signed an agreement to implement
which is the price of energy that distributors pay for their
an investment plan for the generation units in the Costanera
energy purchases traded in the spot market. This amount is
power plant. Its purpose was to optimize equipment reliability
adjusted by the Ministry of Electricity every six months, after
and availability for a total amount of US$ 304 million within a
CAMMESA carries out their spot price projections for the pe-
7-year period. The agreement also contemplated the payment
riod in question. To adjust the differences between this price
of contractual maintenance obligations (Long-Term Service
and the real cost of original generation, a stabilization fund
Agreement -LTSA-) of the combined cycle of the power plant.
16. Regulatory framework of the electricity industry
119
Subsequently, Resolution S.E. No. 95/2013 abandoned the
In February 2019, Resolution SEES No. 19/2017 was replaced
marginal price system and set up an average cost recognition
by Resolution SRR and ME No. 1/19 establishing guidelines
mechanism. The resolution recognized the payment of fixed,
for payments to existing generation plants.
variable costs and additional payments. Fixed costs (in ARS$/
MW-hrp) are paid based on technology, scale, and available
The new Resolution kept the current payment structure of the
power. They are also subject to reaching an established avail-
previous resolution with some amendments.
ability objective. As for variable costs, operating and mainte-
nance costs are paid based on the generated energy (in ARS$/
MWh), the fuel and technology used (generators have no fuel
cost as it is provided by CAMMESA). Finally, the additional
payment is calculated based on the total energy generated
(in ARS$/MWh), considering the technology and the scale of
the generator. A part of this payment is deposited in a fund
that is used to finance new infrastructure investments in the
electricity sector.
The resolution covers generators, co-generators, and self-gen-
erators except for power plants that became operational as
of 2005, nuclear power plants and the generation of bina-
tional hydroelectric plants. It reserves for and centralizes in
CAMMESA commercial management and dispatch of fuels
and suspends bilateral energy contracts between generators
and MEM agents. The latter must meet their electricity de-
mand with CAMMESA.
Resolution SE No. 529/2014 mainly adjusted the values set
up by Resolution SE No. 95 and incorporated non-recurring
maintenance payments for thermal power plants.
Resolution SE No. 482 issued in 2015 adjusted the payment
for generators, in force since February 2014. According to
Resolution 529/2014, a new charge was created to finance
investments but which has not been used and which ex-
empts hydroelectric plants from the payment of variable
energy collection and established payments for wind, solar
photovoltaic, biomass/biogas, and internal combustion engine
power plants. On 30 March 2016, the Ministry of Electricity,
under the Ministry of Energy and Mining, via Resolution No.
22/2016, adjusted the payments values of Resolution SE No.
482/2015, replacing Annexes I, II, III, IV, V, VI and VII of that
resolution.
Subsequently, Resolution SE No. 22/2016 was replaced by
Resolution Se No. 19/2017, defining a minimum power pay-
ment according to technology and scale. In addition, for ther-
mal units, the possibility of offering availability commitments
with differential foreign currency payments for all thermal
technologies was established.
120
Payment for thermal power plant
capacity
Minimum price (from February 2019)
•
Large cycles: U$S 3,050 /MW-month
•
•
Large TV: U$S 4,350 /MW-month
Large TG: U$S 3,550 /MW-month
Base Price for Committed
Remunerations
• Dec - Feb: U$S 7,000 /MW-month
•
Jun - Aug: U$S 7,000 /MW-month
• Mar - May: U$S 5,500 /MW-month
• Sep - Nov: U$S 5,500 /MW-month
Payment for energy
Generated energy:
• Engines
Gas: U$S 4 /MWh
Liquid: U$S 7 /MWh
• Hydroelectric: U$S 3.5 /MWh
Operated Energy (linked to rotating power): Thermal and Hy-
dro: U$S 1.4 /MWh. Energy values are defined in the Node.
First, adjustments were made for the payment decrease for
availability and energy of the thermal units. In the case of
power availability, the decrease was nearly 10% and for ener-
gy it was 20% in relation to the prior resolution.
A formula for adjusting availability revenues was also estab-
lished based on the historical dispatch of the generating unit.
Therefore, units with a dispatch factor in the last mobile year
of less than 30%, will be reduced by 30%, if the factor is
>70%, there is no effect and if it is between 30% and 70%,
the reduction is linear.
Annual Report Enel Américas 2019
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As far as hydroelectric plants are concerned, the base prices
In December 2019, through Resolution 12/2019, the Govern-
of the power and energy generated and operated as stipulat-
ment decided to repeal Resolution No. 70/2018 of the former
ed in Resolution ex SEE No. 19/2017 are maintained, but the
Energy Secretariat of the former Ministry of Finance that al-
new regulations establish that the hours during which the hy-
lowed companies to manage their own fuel supplies, leaving
droelectric generator is unavailable for scheduled and agreed
Mercado Mayorista Eléctrico Sociedad Anónima (CAMMESA)
maintenance shall not be considered for the calculation of en-
again in charge.
ergy payments. Despite the introduced changes, hydroelec-
tric power plants did not suffer a significant reduction in their
revenue.
Continuing with the guidelines established by the SE for
CAMMESA in previous years, to bring down gas costs re-
Regulation of distribution
companies
quired for generation, MEGSA held two auctions to purchase
The distribution activity is carried out by companies that ob-
gas for generation in thermal plants, with satisfactory results.
tain concessions. Distribution companies must supply all the
The first was held on December 27, 2018. The supplies offered
electricity demand in their concession areas according to pric-
were interruptible for the period from January to December
es (tariffs) and conditions established in the regulation. The
2019. The minimum PIST prices obtained were US$ 2.2107/
concession agreements include penalties for failure to provide
MMBTU (summer), US$ 3.2235/MMBTU (winter) and weight-
electricity services. The concessions were granted for the
ed average prices of US$ 3.0953/MMBTU (summer) and US$
sale of distribution and for retail sales. The concession periods
4.3446/MMBTU (winter). The second auction took place on
are divided into “management periods” that permit conces-
May 23, 2019. Unlike the previous auction, supply on this oc-
sionaires to drop the concession at certain times.
casion was strong, with a term ranging from June 2019 to
May 2020, inclusive. PIST prices were US$ 2.207/MMBTU
Since 2011, there have been two electricity distribution areas
and US$ 3.2446/MMBTU for summer and winter respectively,
subject to federal concessions. These concessionaires are
with a clear gas price decrease in the wellhead from the first
Edesur and Edenor, both located in the city of Buenos Aires
auction to date.
and Greater Buenos Aires. Until 2011, Edelap was also under
With regard to the resolution, the contingent liabilities stem-
federal jurisdiction.
ming from the availability contracts of Enel Costanera´s TV
Most of the distribution companies renegotiated their con-
units and Combined Cycles that were signed in 2012, Enel
tracts in 2005 and 2006, although the tariffs were partially and
finally signed an agreement on September 12 with CAMME-
temporarily increased until the Integral Tariff Review (RTI) for
SA, which essentially confirms Enel’s position, indicating that
distribution companies under national jurisdiction was to come
there are no outstanding claims and providing the group´s
into force. This tariff review process was not accomplished,
companies with the benefit of eliminating the risk of fines to
and the term for contracts renegotiation was postponed sev-
waive part of the future fee for Enel Costanera.
eral times through laws enacted by the National Congress,
thus postponing the duration of the Economic Emergency.
In September 2019, about 50 of the 88 projects approved
during the second round of the RenovAr program were vir-
The new National Administration changed the paradigm on
tually paralyzed mainly because of difficulties on part of the
December 16, 2015, when the National Executive Power is-
successful bidders to guarantee adequate financing and
sued Decree No. 134/2015 declaring the emergency for the
warranties. Therefore, on September 11, Sebastián Kind, the
National Electricity Sector until December 31, 2017. It also
Undersecretary of Renewable Energy and Energy Efficiency,
ordered the recently created Ministry of Energy and Mining
sent a note to CAMMESA to instruct them to temporarily
to develop, release and implement the national program of
suspend non-compliance summons with the scheduled dates
activities required for the energy generation, transport, and
and work progress pursuant to the renewable electricity sup-
distribution sectors under national jurisdiction. The purpose of
ply contracts. For various reasons, the undersecretary, after
these measures was to adjust electricity supply quality and
just under 30 days, sent a note fully repealing everything in-
security and guarantee that energy utilities services were pro-
structed in the first place.
vided under adequate technical and economic conditions.
16. Regulatory framework of the electricity industry
121
On September 28, 2016, through Resolution ENRE 0522/2016,
category of users for Edenor y Edesur. Similarly, on Septem-
the regulator called for a Public Consultation to inform about
ber 25, the Ministry of Health through Resolution 1538-E cre-
and hear the views on the Tariff Proposals submitted by the
ated the “Registry of Electro-dependent patients for Health
distribution companies for the next five-year period. This falls
Reasons”. Currently, the regulations for operational issues to
within the Comprehensive Tariff Review Process (RTI) and pri-
guarantee the continuity of supply, and for the compensa-
or to defining the rates to be applied by the said concession-
tion to distribution companies (Law 27,351 Article 11) are still
aires in that five-year period.
pending. The Executive Authority will appoint the authority to
act upon this law and will assign the budget allocations re-
The regulations also set out how to update the distributor’s
quired to meet the objectives and liability limits of each of the
revenues because of the effect of price variations in the econ-
involved parties.
omy and all other issues related to service provision quality
and the regulation of supply.
On November 1, 2017, ENRE published Resolution 525 par-
tially establishing the Reconsideration Resource filed by EDE-
Once these distribution tariff tables were established, includ-
SUR against Resolution ENRE 64/2017, accepting its mea-
ing the instruction issued by the MEyM and the provisions of
sures regarding the treatment of easements and requesting
SEE Resolution No. 20/2017, on seasonal prices effective as of
that the company should present, within 60 days, an annual
the billing period for February 1, 2017, Edesur’s tariff transition
plan for the regularization of easements to be carried out in
stage was over.
the 2017/2021 period. Additionally, it requested the recogni-
tion of CAMMESA expenses, rates and others that might be
Pursuant to Article No. 29 of ENRE Resolution No. 64/17
present in the future retroactive adjustments
a n d
(Physical Follow-up of the Works Plan) on March 20, 2017 Ede-
minor modifications to the quality regime and other recogni-
sur sent a note ratifying the Investment Plan, informed in a
tions.
timely manner to be taken into consideration in the RTI (in
physical terms).
On December 1, through Resolution 602, ENRE approved the
new values of Edesur´s Own Cost of Distribution through the
On July 26, 2017 ENRE issued Resolution No. 329/2017, de-
application of the mechanisms considered in the RTI. Con-
fining the procedure for the billing of deferred revenue estab-
currently, it issued the tariff structure that reflects seasonal
lished by Resolution ENRE No. 64/2017 (Article 4°). It indicates
prices (generation and transport) included in the resolution of
that “…receivables corresponding to each tariff category, will
the Ministry of Electricity 1091/ 2017. It also approved the new
be the sum of the monthly accrued revenues, recognized by
structure to subsidize social tariffs and the bonus system for
tariff category …”; establishing the certainty of payment by
consumption savings for residential users.
recalculating each year the revenues not recovered deduct-
ing the payments from initial credits, and recalculating the
Finally, the return to normal conditions in relation to economic
remaining installments to cover the balance; and the mecha-
emergency and energy emergency situations was declared
nism to update the latter “…These charges calculated in such
through the decision of the Argentine National Government of
way shall be adjusted pursuant to the components of the
not to extending the effect of the Electricity Emergency Law
CPD, according to the “trigger clause” and in the “Adjustment
(in effect until December 31, 2017) and the Economic Emer-
Mechanism” …”.
gency Law (in effect until January 6, 2018).
On May 17, 2017 Law 27.351 on Electro dependent Patients
was issued guaranteeing free and continuous electricity sup-
On January 31, 2018, ENRE approved the new values effec-
ply together with service priority for those clients who, for
tive as of February 1, 2018. These tables include a new reduc-
health reasons require constant electricity supply and with
tion of wholesale price subsidies, lowering them to 90% of
adequate tension levels in order to feed the equipment pre-
the value of the seasonal price valid in 2017. Moreover, social
scribed by a licensed physician and needed to avoid health or
tariff subsidies remained unchanged as well as the allowance
life risks. On July 26, 2017 through Resolution ENRE 292, this
of the stimulation plan stemming from electricity consump-
entity established free service and connection cost for this
tion reduction.
122
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Regarding the Distribution Added Value, several things were
tablish the standards for the technical and safety evaluations
Incorporated Into the tariff table including: the third install-
that the distributor must make in the distribution network, the
ment of the increase of Own Distribution Cost corresponding
distributed generation equipment and associated elements.
to the RTI , the proportional share of deferred revenue gen-
erated by the tranches, the Cost Monitoring Mechanism for
On December 4, 2018, Budget Law 27.467 for 2019 was ap-
the period and the application of the Efficiency Factor. The last
proved. Article No. 124, as part of the approval negotiations,
reflected Edesur´s compliance with the Investment Plan com-
included the administrative transfer of control and payments
mitted in the RTI, each time the forecast value was reached.
regarding social tariff subsidies from the National State to
On May 31, 2018, the supervisory agency issued Resolution
transfer is part of the commitment taken on by the Republic
ENRE 0170, approving the sanctioning regime for the separa-
of Argentina to reach a balanced budget before debt interests
the City of Buenos Aires, effective as of January 1, 2019. This
tion of the Investment Plan presented by distribution compa-
in 2019.
nies at the time of the RTI.
In December, several meetings were held to make the trans-
On July 19, 2018, the supervisory agency issued Resolution
fer of jurisdiction feasible. The meetings involved all the inter-
ENRE 0199, increasing the quality control of the current Sec-
ested parties: The Ministry of Energy, Edenor, Edesur, CABA
tor /Party to the MT Feeder. It penalizes diversions of 2, 3 or
and the Province of Buenos Aires. The company also received
more times, over the theoretical indicators corresponding to
from the authorities the first draft of the transfer. For the trans-
each feeder to comply with quality level targets of the RTI. It
fer to be valid, the final document must have the consent of all
applies when it affects 100 or more Clients, by values of 300
parties involved and must expressly indicate it.
kWh and 600 kWh per user. The measure is effective as of se-
mester 45 (September 2018-February 2019). Both resolutions
In relation with the above, as of January 1, 2019, the authori-
led to an increase in quality requirements, forecast at the time
ties of the Province of Buenos Aires and the Autonomous City
of completing the Comprehensive Tariff Review.
of Buenos Aires, accepted to keep the current conditions, for
the payments s associated with the Social Tariffs.
On July 30, 2018, as part of the Ministry of Energy´s plan to
make the tariff increases more gradual, an agreement was
The Resolution of the Ministry of Electricity No. 366, published
signed between MINE and Edesur where Edesur would re-
on December 27, 2018, informed companies of a new supply
ceive 50% of the increase of the tariff adjustment mechanism
cost. The future Seasonal Prices to be transferred to the tariffs
as of August 1, and the remaining 50% in 6 installments as
of end users, as part of the changes promoted by the author-
of February 1, 2018 while maintaining the Investment Plan
ities to reduce subsidies, decreased from approximately 30%
agreed in the RTI. Edenor simultaneously signed the same
of the subsidy in February to 15% in August 2019. However,
commitment.
said prices when converted to the local currency, meant an ini-
tial 26% increase in February and subsequently a 6% increase
As agreed, on August 1, 2018 EMRE applied the first 50%
in May and August 2019.
(7.925%) of the increase corresponding to the application of
the MMC of August 2018 of the Distribution Value Added. To-
On February 1, 2019, ENRE resolutions No. 24/2019 and
gether with this increase, the entity reinitiated the elimination
26/2019 were published in the Official Journal. The first ap-
of the subsidies to wholesale energy prices. The elimination
proved the values in the tariff table effective for the billing
process had been delayed because of the almost 50% deval-
corresponding to meter readings after 00:00 hours of Febru-
uation of the Argentine peso.
ary 1, 2019, according to the increases in the seasonal price
of energy and the reference price of power, established by
On November 1, the National Executive Authority issued De-
Resolution SGE 366/2019. They also included the increase of
cree 986/2018, seeking to reach a total of 1,000 MW of in-
the National Electricity Fund (FNEE) from $15.5 Argentinean
stalled capacity within a 12-year period. To be authorized for a
pesos /MWh to $80 Argentinean pesos /MWh, while the cost
connection, the user must comply with several requirements
of high-voltage transport (AT) was unchanged. The second
established by the Application Authority which would also es-
resolution established the new values of the Distribution Add-
16. Regulatory framework of the electricity industry
123
ed Value (VAD), effective as of the same date as the first one,
it. On July 7, 2019, the latter approved the agreement issuing
establishing that they would apply from March 1, 2019. The
Law 6.180, and on July 26, 2019 it was promulgated by the
March 2019 VAD increase included the 23.57%, variation of
Executive Branch via Decree 263. On October 2, 2019, De-
the Cost Variation Monitoring Mechanism (CMM) for the Au-
cree No. 1289/2019 was published in the Official Journal of
gust 2018 – February 2019 period and the implementation of
the Province of Buenos Aires approving the agreement of the
the stimulus factor, which reflects an over-consideration of the
jurisdiction transfer and other related agreements, as men-
investment plan with respect to the pattern that was estab-
tioned above.
lished in the RTI. Furthermore, it established the recovery of
50% of the VAD increase that was due to have been applied in
On 2 May 2019, the new tariff table was published. It con-
August 2018 (7.925%), as well as a one-month deferral of this
tained the seasonal price adjustment for the May - July 2019
last increase (February to March 2019). The increases granted
period established by Resolution No. 14 of the Ministry of
as of March 2019 followed the VAD standardization process
Renewable Resources and the Electricity Market on April
defined by the RTI and published in February 2017.
29, 2019. The resolution set a new differential price for the
residential segment to avoid increases. However, to maintain
With regard to social tariffs, which ceased to be financed by
the schedule of subsidy withdrawals, reported by the National
the National State as of January 1, 2019, both the Autono-
Government in December 2018, the price of the rest of the
mous City of Buenos Aires and the Province of Buenos Aires
segments was increased, leading to an average total increase
made a commitment to maintaining in force the guidelines
of 2%, in addition to a 4% increase in the commercial and
of the social tariff regime, also establishing the origin of the
industrial segments. Its application is effective for consump-
funds. ENRE also instructed Edesur to maintain the social tar-
tions as of 00:00 hours of May 1, 2019.
iff structure guidelines that were in force until December 31,
2018.
On May 10, 2019, the Company signed an Agreement on the
Adjustment of Obligations with the Ministry of Energy, acting
At the same time, on February 28, 2019 the National State,
on behalf of the National State, according to which outstand-
the Province of Buenos Aires (the “Province”) and the Auton-
ing reciprocal claims arising during the 2006 / January 2017
omous City of Buenos Aires (“CABA”), signed an agreement
transition period were terminated. On the one hand, Edesur
to start transferring the public electricity distribution service
undertakes to: (i) pay penalties to clients within a 3-year pe-
granted by the National State in favor of Edesur to the juris-
riod adjusted according to active BNA rate; (ii) pay the fines
diction of the Province of Buenos Aires and the Autonomous
contained in Annex VIII to the 2006 Agreement Law, up to 14
City of Buenos Aires. Edesur has not been party to that agree-
six-monthly installments, recalculated up to the date of their
ment.
cash payment for the average increase registered by the cost
of distribution; (iii) in the context of clause 5.4 of the afore-
As part of the transfer of the public electricity distribution
mentioned Agreement Law, allocate the penalties for periodic
service, on May 9, 2019, the National State, CABA and the
quality measurements of the transition period, to implement
Province signed an Agreement implementing the transfer, no-
investments additional to those established in the RTI and
tifying Edesur of the agreement which the last signed. The
whose aim would be to improve service reliability and safety.
Agreement states that the Province and CABA jointly hold the
New terms related to the mutual debt with CAMMESA were
status of the granting authority of the public service provided
also agreed upon, as detailed in footnote 16. On the other
by the Company, and that the Company will continue to be
hand, the National State promised to compensate the Compa-
governed by its concession contract and by the national legal
ny´s commercial debts with CAMMESA for energy purchases
and regulatory regulations as may apply.
in the MEM and incurred before the entry into force of ENRE
Furthermore, this agreement created a new regulator: the
tination was social spending incurred in 2017 and 2018 and
“Ente Metropolitano Regulador del Servicio Eléctrico” (EMSE
related to the consumption of settlements with community
by its Spanish acronym), a bipartite entity made up by the
meters and generated from July 2017 to December, 31 2018,
Province and CABA. The agreement became valid after the
in the proportion provided for in the New Framework Agree-
Provincial Executive Branch and the CABA Legislature ratified
ment and its successive extensions, and to the differences
resolution No. 1/2016, and National State debts whose des-
124
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stemming from capping invoices of users who benefitted
No. 263 and the Supplementary Resolution No. 161 of June
by social tariffs. Additionally, the National State would waive
30, 2019 by the Autonomous City of Buenos Aires ratified, on
sanctions whose destination is Public Administration. The ef-
part of both Provinces, what was established in the so-called
fects of this agreement are set out in the “Other net operating
“Fiscal Consensus 2018” and Article 124 of Law No. 27.469.
income (outgoings)” line of the company´s income statement
The above-mentioned agreements finalize the transfer of the
of 12,183, with its corresponding impact in the “Income Tax”
service by this Company from the National State jurisdiction
line of approximately 3,200.
to the jurisdictions of the Province of Buenos Aires and the
Autonomous City of Buenos Aires.
On 19 September 2019 Edesur signed a Tariff Agreement with
the National State where the latter instructs ENRE to, during
On December 10, 2019, Dr. Alberto Fernández took over as
the six-month period starting on August 1, 2019, maintain in
the new President of the Republic of Argentina and Dr. Cris-
force the tariff tables prior to the beginning of that period for
tina Fernández de Kirchner as Vice-President. On December
all tariff categories, which means that EDESUR will continue
12, the ordinary assembly of CAMMESA appointed Esteban
to receive the compensation included therein due from prior
Kiper as its new general manager. Mr. Kiper had previously
recoveries and disputes (ENRE resolution No. 26/19). The dif-
been vice-president of CAMMESA between 2014 and 2015,
ference in the VAD and the difference in seasonal prices, the
during the government of Cristina Kirchner and under the eco-
increase of which was ratified by the Resolution of the Minis-
nomic management of the then Minister Axel Kicillof (recently
try of Renewable Resources and the Electricity Market No. 26
nominated as Governor of the Province of Buenos Aires). And
issued on September 3, 2019, for the period from the August
by Decree No. 19 of December 19, 2019, the administrative
1, 2019 to December 31, 2019, will be recovered in 7 monthly
structures of the National State were modified, nominating
installments as of January 1, 2020. Additionally, Edesur un-
Sergio Lanziani as the new Minister of Electricity under the
dertakes to maintain the quality of service and agrees to post-
Ministry of Productive Development led by Matías Kulfas. and
pone the payments of any sanctions until March 1, 2020 at
Osvaldo Arrúa as Undersecretary of Electricity.
their original value plus the adjustments corresponding to the
time of payment, in 6 monthly installments.
Finally, on Friday, December 20, 2019, the National Congress
approved Law No. 27.541 denominated the Law on SOCIAL
On September 20, 2019, the National State, as a signatory
SOLIDARITY AND PRODUCTIVE REACTIVATION WITHIN
on the one hand, and Edesur and Edenor, on the other hand,
THE PUBLIC EMERGENCY FRAMEWORK declaring a state
subscribed the Extension Agreement of the New Framework
of public emergency in economic, financial, fiscal, administra-
Agreement, extending it from January 1, 2019 until May 31,
tive, planning, tariff, energy, health and social matters until De-
2019. Under this agreement, the National State undertakes
cember 31, 2020. The law authorizes the National Executive
to pay the corresponding amounts and the percentage of the
Branch in article 5 to maintain the electricity and gas rates of
economic contribution for the supply of electricity to settle-
the federal jurisdiction and to initiate a renegotiation process
ments in the Province of Buenos Aires. Additionally, Edenor
of the still valid Comprehensive Tariff Review in an extraordi-
assigns and Edesur accepts the claims recognized by this
nary capacity and for a maximum period of 180 days tend-
agreement, and the National State undertakes to instruct
ing to a reduction of the current household, commercial and
CAMMESA to compensate for the aforementioned amounts
industrial tariffs for 2020. And authorizes ENRE to intervene
due for Edesur´s mutual debts with CAMMESA. The effects
(Article 6) as it will maintain its scope of competence for the
of this agreement are set out in the “Service Revenue” line
duration of the emergency by suspending the validity of the
of the income statement of 209. As of the date of these con-
second paragraph of Article 124 of Law No. 27.467 (Article 7).
densed interim financial statements, the transfer of Edenor’s
debts to Edesur, as well as the CAMMESA compensation are
On December 27, 2019, ENRE, under Article 7 of Law No.
still pending.
27.541, instructed EDESUR not to amend the current Tariff
Table even though it no longer belongs to federal jurisdiction.
Furthermore, Regulatory Decree No. 1289 issued on Octo-
ber 1, 2019 by the Province of Buenos Aires and the previ-
ous sanctions and the publication of Law No. 6180, Decree
16. Regulatory framework of the electricity industry
125
Regulation of Transmission
Transmission was designed according to the principles estab-
lished by Law 24.065, adapting the activities to the gener-
al criteria contained in the concession awarded to Transener
S.A., in Decree 2.473/92. For technological reasons, the trans-
mission business is related to economies of scale that do not
permit competition, therefore it is a monopoly and is subject
to a considerable regulation.
Just like it did in the distribution segment, in 2016 ENRE car-
ried out the Integral Tariff Reviews for transmission compa-
nies under the national jurisdiction (Transener S.A., Distrocuyo
S.A., Transco S.A., el Ente Provincial de Energía de Neuquén,
Transba S.A., Transnea S.A., Transnoa S.A., Transpa S.A.) for
the period comprised between 2017 and December 31, 2021
which came into force in 2017.
In 2018, ENRE implemented the following tariff reviews:
Remuneration of Independent
Transporters:
• On July 3, 2018 ENRE asked Yacylec to provide informa-
tion related to its facilities to carry out the Integral Tariff
Review (RTI). Subsequently, an extension was granted
until mid-October.
•
In line with the last tariff review carried out for the Trans-
port sector:
> The regulator´s technical bodies would carry out the
•
In September 2019, a letter of complaint was sent to the
ENRE to complete the tariff review procedure and estab-
lish, as soon as possible, the company’s remuneration for
the operation and maintenance of the facilities they over-
see.
Remuneration of International
Transporters:
•
In a NOTE issued on August 24, 2018, the Undersecre-
tary of Electricity instructed CAMMESA to acknowledge,
based on the August Economic Transactions TRANSITO-
RIA, equal to 70% of the part corresponding to TRAN-
SENER, under the concept of Transport Capacity of its
facilities (operation and maintenance)
• Beginning of RTI – Procedure to Define the Remunera-
tion of International Carrier. Through NOTE issued on Au-
gust 22, 2018, ENRE requested the information required
to establish the remuneration, starting from January 1,
2019.
• Reports were sent for the process to establish the remu-
neration of International Carriers.
•
In September 2019, a letter of complaint was sent to
the ENRE to complete the tariff review procedure and es-
tablish as soon as possible the company’s remuneration
for the operation and maintenance of the facilities they
oversee.
Environmental Regulation
tasks.
Electricity installations are subject to federal and local environ-
> The methodology used was to be cash flows,
mental laws and regulations, including Law No. 24.051, or the
> The real profitability rate after taxes was 7.7%,
Hazardous Waste Law, and other regulations.
> The tariff period was from February 1, 2017 to Janu-
ary 31, 2021.
The electricity sector must inform and monitor certain emis-
> The proposal of monetary values as of December 31,
sion standards. If companies do not comply with these re-
2016.
quirements the government may set penalties, such as the
•
The presentation must be accompanied by the opinion of
suspension of operations which, in the case of public ser-
the National Carrier. Reports were sent to establish the
vices, might lead to the cancellation of concessions.
payment for Independent Carriers.
•
In May 2019, a request was received for information ex-
Law No. 26.190, approved in 2007, declared a matter of na-
tension regarding the ENRE investment plan presented
tional interest the use of renewable energy sources to pro-
by Yacylec in the RTI
duce electricity and set the target of market participation for
•
To respond, the fundamentals of investments were add-
renewable energies in a 10-year period at 8%.
ed
•
In August 2019, information additional to the investment
On October 21, 2015, Law 27.191 on Renewable Energies in
plan presented in the RTI was requested.
Argentina was published in the Official Journal, modifying Law
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No. 26.190 in force at the time. The new regulation postponed
Transmission works under monopoly conditions. Tariffs are
till December 31, 2017, the 8% renewable energies market
based on a tender process promoted by the Government with
participation target in the national demand establishing, as a
the participation of transmission agents, who offer the best
second stage objective, a 20% participation by 2025, setting
bids at specific auctions for transmission services and whose
halfway goals of 12%, 16%, and 18% for the end of 2019,
companies sign transmission concession contracts to imple-
2021, and 2023. The Law creates a Fiduciary Fund (FODER)
ment the lines with a guaranteed annual income. The trans-
to finance projects, grant tax benefits to renewable energy
mission charge is fixed, and the transmission revenue does
projects, and establish the non-application of specific levies,
not depend on the amount of electricity transmitted.
national, regional and municipal royalties, until December 31,
2025. Clients categorized as Large Users (>300 Kw) should
Distribution is a public service that also works under monop-
individually meet the renewables participation targets estab-
oly conditions and is provided by companies that have been
lishing that the price of these contracts cannot exceed 113
awarded concessions. Distribution companies in the Brazilian
US$/ MWh and setting penalties for those who do not meet
system may not: (i) develop activities related to electricity
these objectives. The law is still pending.
generation or transmission; (ii) sell electricity to unregulated
Brazil
Industry Structure
clients, except to those within their concession area and un-
der the same conditions and tariffs applicable to their clients
from the Regulated Market; (iii) keep, directly or indirectly, eq-
uity interest in any other company, corporation or partnership;
or (iv) develop activities that are not related to their respective
concessions, except those permitted by law or in the rele-
vant concession agreement. Generation companies are not
authorized to have equity interests above 10% in distribution
The Brazilian electricity industry is organized as part of a large
companies.
interconnected system, the SIN (Sistema Interligado Nacional
in Portuguese) which includes most of the Brazilian regions
and several other smaller isolated systems. Energy genera-
tion, transmission, distribution, and commercialization are ac-
tivities legally separated in Brazil.
The industry is regulated by the Federal Government through
the Ministry of Mines and Energy (MME) and by the National
Electric Energy Agency (ANEEL).
The regulated price of energy is based on average tender pric-
es, with independent tender processes for “existing” ener-
gy and “new” energy. The latter include long-term contracts
where new generation projects must cover the growth of
demand planned by distributors. The “existing” energy ten-
ders consider shorter contracting periods and seek to meet
the contractual requirements of distributors that arise from
the expiration of previous contracts. Each tender process is
centrally coordinated, the authority defines maximum prices
and, as a result, contracts are signed where all the distributors
participating in the process buy in proportion of each of the
generation offers. The price at which spot market transactions
are settled is called the Difference Settlement Price (PLD), a
mathematical calculation model limited on both side by the
highest and lowest values.
The unregulated market includes the sale of electricity be-
tween generation concessionaires, independent producers,
self-producers, electricity traders, electricity importers, un-
regulated consumers, and special clients. It also includes
contracts between generators and distributors existing un-
der the old regulatory framework, until their expiration. New
contracts must be adjusted to the new regulatory framework.
According to the specifications established by Law 9.427/96,
unregulated consumers in Brazil are those who: (i) require a
capacity of at least 3,000 kW and choose to hire the supply
of energy directly with generators or energy traders; or (ii) re-
quire a capacity of at least 500 kW and choose to the supply
of energy directly with generators or renewable sources of up
to 50MW of installed capacity.
According to norm No. 514/2018 issued by the Ministry of
Mines and Energy, the limit for energy purchases from con-
ventional sources will change to 2,500 kW as of July 1, 2019,
and to 2,000 kW as of January 1, 2020.
On 16 December 2019, the MME published Norm No.
465/2019 which modified Norm No. 514/2018 by changing the
limits for: 1500 kW, as of 1 January 2021; 1000 kW, as of 1
January 2022; 500 kW, as of January 1, 2023.
16. Regulatory framework of the electricity industry
127
The Brazilian system is coordinated by the Brazilian Electrical
maximum PLD considers variable operation costs of thermo-
System Operator (ONS) and is divided into four sub-systems:
electric plants. To calculate the minimum PLD, the operation
Southeast/Center-West, South, Northeast and North. In ad-
and maintenance costs of hydroelectric power plants are con-
dition to the Brazilian system there are also some isolated
sidered.
systems, in other words, systems that are not part of the Bra-
zilian system and are generally located in the northern and
In relation to market regulation, 100% of the energy demand-
northeastern regions of Brazil, and have coal or oil fired ther-
ed by distribution companies must be covered through reg-
mal power plants as their unique source of energy.
ulated contract in the current fully regulated scenario. This
Sector modernization
The Government is carrying out a sector reform and modern-
ization currently in progress under Draft Law No. 232/2016
and 1.917/2015, proposing: (i) end of subsidies for consumers
that use renewable energy and the development of the car-
bon market; (ii) improvement of the short-term pricing mech-
anism, instead of a simple mathematical model; (iii) allocation
of system expansion costs to all consumers, both free and
captive; (iv) guarantee the liberalization of the electricity mar-
ket by removing barriers to free market access; others.
Regulation of Generation
Companies
Generation Agents, who can be public generation concession-
aires, IPPs or self-producers, as well as Trading Agents, can sell
electricity in two contract environments. First, the Regulated
Contract Environment (ACR in Portuguese), where distribu-
tion companies operate, in which energy is purchased within
the framework of the tender process coordinated by ANEEL;
and the other known as the Free Contract Environment (ACL
in Portuguese) in which energy is purchased directly between
suppliers and their clients. Regardless of whether it is the
ACR or ACL, the generators´ sales contracts are registered
in the Câmara de Comercialização de Energia Elétrica (CCEE)
and form part of the base to quantify and establish difference
adjustments in the short-term market. This way, generation
companies may sell energy through regulated contracts or
in the free market and trade their surplus/ deficit in the spot
market, at Price Differences Settlement (PLD in Portuguese).
Each year ANEEL validates, by resolution, the minimum and
maximum values of the PLD, so that the maximum and min-
imum PLD values for 2019 are set at $559.75 reais per MWh
and $39.68 reais per MWh, respectively. The calculation of the
coverage may have physical guarantees of generation power
plants or any other power plant, through an energy or capac-
ity purchase contract. The current regulation, among other is-
sues, specifies that when these limits are not met, agents are
subject to financial penalties.
The regulated purchase price for the end-user tariffs setting
process is based on the average tender prices, with indepen-
dent tendering processes of “new” energy and “existing”
energy, carried out to meet the distributors´ market demand.
There are also specific tenders for “reserve energy”, which
do not make up the average energy price in the ACR, as they
are intended to raise the security of energy supply in the SIN,
with costs transferred to all consumers, of the ACR and ACL.
Additionally, in 2015 and 2017, pursuant to Law No. 12.783/2013,
new tender offers for the hydroelectric power plants that have
not increased their concession contracts took place. The ten-
ders permit part of the energy to be sold through the install-
ments model (with a minimum of 70%) and the other part in
the market. In the 2015 tender, the winner was the company
that offered the lowest tariff for the operation of the power
plant, while in the 2017 tender, the winning company was one
that paid the highest price for the concession.
In the energy tenders that provide for long-term contracts (15-
20-25 years for thermal plants, 30 for hydroelectric plants, 20
for solar and wind) generation projects must cover the de-
mand growths expected by distributors. There are also energy
tenders that consider shorter contract deadlines and seek to
meet the procurement needs of distributors arising from the
expiration of previous contracts, so that energy can be sold
at lower prices, depending on market conditions. Each tender
process is centrally coordinated, the MME defines maximum
prices and, as a result, contracts are signed where all distribu-
tors involved in the process purchase in proportion from each
of the generation bidders.
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Regarding the energy auctions under the regulated regime,
Asset through the extent of their current concession contracts
to recompose the energy offer, the following tenders were
in their balance sheets. The Regulatory Asset should equal the
held until December 2019, with energy and price allocated as
effects related to the risks transferred to the MRE from 2013
follows:
to 2018. As a counterpart, they waive legal proceedings and
debt payment in the short-term market.
On June 28, 2019, there was an A-4 auction for wind, solar,
hydroelectric, PCH, CGH and Biomass sources, with the fol-
This agreement is fundamental for the development of the
lowing result: 81.10 MW-medium, allocated to Hydro (20.2%),
Brazilian energy sector, mainly because it would return liquid-
Biomass 5.3%), Wind (23.7%) Solar (50.7%) and average
ity to the spot market. It will also be important to discuss
price of $ 137.50 /140.82 reais MWh.
structural solutions for the “MRE” thus guaranteeing its sus-
tainability in the future. In December 2019 ANEEL approved
On October 18, 2019, there was a new auction (A-6): for the
a Public Consultation to improve the mechanism and agents
same sources as the A-4 auction, with the addition of coal
may submit contributions until February 17, 2020. ANEEL also
and gas-powered thermoelectric plants, where projects with
approved the Regulatory Agenda for 2020/2021 period which
more than 71GW of power (about 80% of the total registered
contains improvements in the regulation of the MRE as a pri-
projects) were technically enabled, with the following result:
ority activity. It is crucial to guarantee that the risks involved
1155.20 MW-medium, allocated to Hydro (14.94%), Thermo
in the mechanism are strictly related to hydrology, preserving
32.35%), Wind (34.92%) Solar (17.79%) and average price
its initial objective.
$171.84 reais MWh.
The Government is carrying out the sector´s reform and mod-
ernization currently in progress under Draft Law No. 232/2016
and 1.917/2015, proposing: (i) end of subsidies for consum-
Regulation of Distribution
Companies
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ers that use renewable energy and the development of the
In the regulated market, distribution companies purchase
carbon market; (ii) improvement of the short-term pricing
electricity through tenders supervised by ANEEL and orga-
mechanism, instead of a simple mathematical model; (iii) allo-
nized by CCEE. Distributors must purchase electricity in public
cation of system expansion costs to all consumers, both free
tenders. The Government may also call for special tenders for
and captive; (iv) guarantee the liberalization of the electricity
renewable sources of energy (biomass, mini hydro, solar and
market by removing barriers to free market access; others.
wind power plants). ANEEL and CCEE hold annual tenders.
For the reform to succeed, it is essential to reestablish spot
The recruitment system is multilateral, with generating com-
market liquidity which has been damaged because of legal
panies that sign contracts with all the distributors that attend
disputes, and the hydrological risk.
the tenders.
Over the years, an important mechanism for managing hy-
The Concessions Law establishes three types of tariff reviews
drological risks (“MRE”) was distorted because of several
or adjustments for end consumers: The Tariff Repositioning In-
government measures, which transferred risks to generation
dex (IRT), which involves an annual tariff adjustment because
companies. Because of the lack of regulatory solutions, gen-
of inflation; The Ordinary Tariff Review (RTO) to be carried out
erators had to take the issue to courts thus avoiding large
every four or five years according to each concession con-
payments in the short-term market. In 2015, ANEEL offered
tract, and the Extraordinary Tariff Review (RTE), carried out
a solution to generators with contracts in the captive market.
when a relevant event occurs in the sector that significantly
However, the proposed solution was not viable for generators
affects the value of the tariff. This way, the Law guarantees an
with contracts in the free market, so the dispute continued in
economic and financial balance for companies should a sub-
courts, which damaged the spot market liquidity by approxi-
stantial change in their operating costs take place. Should the
mately $ 7 billion reais.
cost of components for Parcel A, such as energy purchases or
taxes, increase significantly within the period of two annual
The previous government designed an agreement (including a
tariff adjustments, the concessionaire may submit a formal
draft bill which is currently in the House of Representatives),
request to ANEEL for these costs to be transferred to the end
according to which generators would recognize a Regulatory
consumer.
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16. Regulatory framework of the electricity industry
129
All tariff reviews and repositioning processes are approved by
concessionaire so as not to allow tariff gains/losses due to
ANEEL.
the variation of Parcel A costs.
ANEEL evaluates the tariffs in response to changes in energy
The Securities Compensation Account (“CVA” a Portuguese
costs and market conditions in the tariff reviews (RTO and
acronym) helps to maintain market stability and permits to
RTE). When adjusting distribution tariffs, ANEEL divides the
create deferred costs, which is compensated by tariff adjust-
Annual Reference Value, that is to say, the costs of the distri-
ments based on the necessary rates to compensate for the
bution companies into: (i) costs that cannot be managed by
deficits from the previous year.
the distributor, also called “Parcel A”, and (ii) costs that can
be managed by the distributor or “Parcel B”, the latter corre-
In December 2014, the Brazilian distributors, including the
sponding to what we know as Distribution Added Value (VAD).
Enel Américas group, signed an addendum to the concession
The ordinary tariff review considers the entire tariff setting
ers) to be part of the compensable assets at the end of the
structure of the company, including the service provision
concession, should it not be possible to compensate through
costs, energy purchase costs as well as the return for the
tariffs for the rest of the duration of the contract. This way, in
investor. Under its concession contracts, Enel Distribución
accordance with the NIIF rules, the accounting of these regu-
contract that allows these regulatory assets (CVA’s and oth-
Ceará and Enel Distribución São Paulo are subject to tariff re-
latory assets/ liabilities is permitted.
views every four years, and Enel Distribución Río and Enel
Distribución Goiás every five years. The basis of the assets
To cover the energy surcharge caused by the 2014 drought,
to calculate the return allowed to the investor is the replace-
the Government created the ACR account through bank loans
ment market value, depreciated over its useful life from an
for the tariff to be paid within two years. In 2014, the distrib-
accounting standpoint, and the rate of return on the distribu-
utors used an approximate amount of $ 18 billion reais from
tion asset is based on the Weighted Average Capital Cost, or
the CR account, however, it was not enough to cover the en-
WACC for a model company. The WACC is reviewed in each
tire deficit. A new loan for the ACR account was approved in
tariff cycle. The WACC value for distribution currently in effect
March 2015 to cover the deficits corresponding to November
is at 12.26% real pre-tax rate.
and December of 2014. An extension of the repayment term
for all loans was also approved, which should now be paid
The current regulatory framework allows a direct return on
in 54 months as of November 2015. The payments from the
investments via the Remuneration Base, under the criteria for
ACR account finished in September 2019 and the balance was
monitoring quality indices and investment prudence, through
accredited to distributors in October 2019.
control in each tariff cycle following the criteria of Regulatory
Compliance of Assets. In this area, Enel Distribución São Pau-
Due to the mismatches between the costs recognized in the
lo is a benchmarking company in the Electricity Sector - recog-
tariffs and the real costs outside the management of the dis-
nized by the industry and by the Brazilian regulator. Throughout
tributor, and intensified by the implicit costs related to the
2019, Enel Brasil led, through a project that accommodated
drought, in January 2015, ANEEL began to implement a sys-
114 collaborators specialized in assets, the integration of best
tem (known as Tariff Banners) of additional monthly charges
practices in asset management with a regulatory approach.
over the consumer rate provided that the marginal cost of the
The regulatory mechanisms guarantee the creation of regu-
ulator aims to give the consumer an economic signal of gen-
latory assets or liabilities, whose tariff recompositing takes
eration costs in the following month, providing the distributor
place in subsequent tariff adjustments (March 15 for Enel Dis-
with an advance payment (by law) that the distributor would
system reaches levels above the regulatory standard. The reg-
tribución Río, April 22 for Enel Distribución Ceará, July 4 for
only collect it in next tariff event.
Enel Distribucion São Paulo and October 22 for Enel Distri-
bución Goiás). This mechanism has existed since 2001 and is
This mechanism, as described below, consists of four banner
called the Parcel A Securities Compensation Account (CVA).
levels: green, yellow, red level 1 and red level 2.
Its objective is to keep constant operating margins for the
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Values Applied to the 2019
Tariffs
Public Water Sanitation Service and Public Irrigation Service,
to be reduced from January 2019, at an annual rate of 20% in
relation to the initial value, until the installment is zero. Addi-
tionally, the Decree forbids the cumulative application of dis-
Until May 2019, the tariff banners were:
counts included by the CDE (sector charge), prevailing the one
> Green tariff (Favorable conditions for energy generation):
that offers the greater benefit to the consumer.
Without tariff surcharge.
> Yellow tariff (Less favorable generation conditions): $1.00
For the Enel Group the impact of Decree 9.642/18 tends to
reais per 100 (kWh)
be neutral. Therefore, the elimination of the aforementioned
> Red Tariff - level 1 (More expensive generation condi-
discounts granted to consumers, will compensate the percep-
tions): $3.00 reais per 100 (kWh)
tion of higher tariffs each year until the end of the discount
> Red Tariff - level 2 (More expensive generation condi-
periods.
tions): $ 5.00 reais per100 (kWh)
From June to October 2018, the tariff values were:
sumers, will also be reduced each year due to subsidy reduc-
Additionally, the CDE, collected and transferred to end con-
> Green tariff (Favorable conditions for energy generation):
the weight of the charges in the tariffs for end consumers. The
Without tariff surcharge.
publication of the decree will not affect the subsidies granted
> Yellow tariff (Less favorable generation conditions): $1.5
for renewable sources.
tion. This is positive news for the sector because it will reduce
reais per 100 (kWh)
> Red Tariff - level 1 (More expensive generation condi-
Finally, in December 2019, ANEEL called for a Public Consul-
tions): $ 4.00 reais per 100 (kWh)
tation to discuss the application of the binomial tariff for ev-
> Red Tariff - level 2 (More expensive generation condi-
ery low voltage client. This is a disruptive regulatory decision,
tions): $ 6.00 reais per100 (kWh)
because it may change the Brazilian tariff framework for low
Since November 2019, the tariff values are:
tion of distribution businesses but protects the revenues of
voltage clients. This tariff modality would affect the genera-
the distribution business. The Public Consultation will be open
> Green tariff (Favorable conditions for energy generation):
until March 18, 2019.
Without tariff surcharge.
> Yellow tariff (Less favorable generation conditions):
$1.343 reais per 100 (kWh)
> Red Tariff - level 1 (More expensive generation condi-
tions): $ 4.169 reais per 100 (kWh)
> Red Tariff - level 2 (More expensive generation condi-
tions): $ 6.242 reais per100 (kWh)
In summary, with this mechanism the generation cost that
is currently transferred to the client only once a year (when
the annual tariff rate adjusted) will have a monthly variation,
therefore the client will be able to manage better his electric-
ity consumption. In other words, consumers will be aware
of a lower tariff readjustment since they are already paying a
higher value during the month.
Regulation in Transmission
Any electricity market agent that produces or consumes en-
ergy is authorized to use the Basic Network. Free market con-
sumers also have this right, subject to compliance with certain
technical and legal requirements. Free access is guaranteed by
law and supervised by ANEEL.
The operation and management of the Basic Network is the
responsibility of the ONS, which is also responsible for man-
aging energy dispatch from the plants in optimum conditions,
involving the use of the interconnected system, reservoirs and
thermal plants.
On December 27, 2018 Decree 9,642 was issued defining the
discounts granted to consumers from rural areas, as well as
the following subclasses Rural Electrification Cooperative,
On April 5, 2011, Portuarias Ministeriales 210/2011 and 211/2011
were published in the Official Journal, which equate the two in-
terconnecting lines of the Compañía de Interconexión Energéti-
16. Regulatory framework of the electricity industry
131
ca, S.A. (CIEN) with public service concessions, with payments
On 20 March 2019, the regulator applied an extraordinary re-
according to regulated tolls. The Annual Permitted Payment
view for Enel Rio, due to the ANEEL board decision which
(hereinafter “RAP” in its Spanish acronym) is adjusted annually
authorized the Electric Power Marketing Chamber (CCEE)
in June, by the National Broad Consumer Price Index (herein-
to conclude the agreement with the group of eight banks to
after “IPCA” in its Spanish acronym) with tariff reviews every
anticipate the payment of the so-called Conta-ACR CDE for
four years. A Gross Payment Base of $ $1,760 million reais was
September 2019.
established (US $885 million) and a Net Base of $ 1,160 million
reais (US$ 585 million). In 2012 ANEEL authorized to imple-
This decision was reflected in Enel Distribution Rio’s tariffs,
ment reinforcements in the transmission facilities, recognizing
whose average effect was 7.59% (before it was 9.70%), while
an additional investment of $47 million reais (US$ 23 million),
for low-voltage consumers it was 7.49% (before it was 9.72%)
in the Payment Base. The applicable payment rate was defined
and for High Voltage Clients the approved index was 7.89%
pursuant to the current regulation at 7.24% (real after tax).
(before it was 9.65%)
The 6.81% tariff review was put forward to a Public Consulta-
tion which is still open. The authorization period is until June
Enel Distribución Ceará
2020, for Line 1, and for Line 2, until July 2022, with compen-
sation for unpaid investments. Enel CIEN is still talking to the
On 18 April 2019, ANEEL approved the result of Enel Distribu-
Federal Government about the direction to be given to the
ción Ceará’s fifth periodic tariff review, effective as of April 22,
concession after its expiry. Line 1 will most likely run until July
2019, consolidated through contributions made at the Public
2022 and, after a tender process (likely to be held on July 21 or
Consultation No. 004/19.
December 21) the awardee will start operating the assets as of
July 2022 (Compensation of non-depreciated assets to Enel is
The result led to an 8.22% average effect perceived by con-
guaranteed). However, the Government’s final decision is un-
sumers, with 97.87% for consumers connected with High
resolved and the subject matter of the point above is only one
Voltage - HV and 8.35% for those connected with Low Volt-
possibility to be concluded at different meetings with MME and
age– LV.
ANEEL.
2019 Adjustments
Enel Distribución Río
On March 13, 2019, ANEEL standardized the provisional result
of the Fourth Regular Tariff review for Enel Distribución Río,
from March 15, 2019.
The result led to a 9.7% average effect perceived by consum-
ers, with 9.65% for consumers connected with High Voltage
- HV and 9.72% for those connected with Low Voltage– LV.
ANEEL approved the provisional points of the 2018 Review in
the adjustment: there was a final approval of (i) the Payment
Base and (ii) the limits of Regulatory Losses and collectability.
The process established the Gross Payment Base at $ 10,022
million reais and the Net Payment Base at $ 6,164 million
The process established the Gross Payment Base at $ 7,023
million reais and the Net Payment Base at $ 4,242 million
reais.
Enel Distribución São Paulo
On July 2, 2019, ANEEL approved the result of Enel Distri-
bución São Paulo´s fifth periodic tariff review, effective as of
July 4, 2019, consolidated through contributions made at the
Public Consultation No. 011/19.
The result led to a 7.03% average effect perceived by consum-
ers, with 8.46% for consumers connected with High Voltage
- HV and 6.48% for those connected with Low Voltage– LV.
The process established the Gross Payment Base at $ 15,854
million reais and the Net Payment Base at $ 8,574 million reais.
reais.
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Enel Distribución Goiás
On October 22, 2019, ANEEL standardized the result of the
annual Tariff Review for Enel Distribución Goiás, valid as of
October 22, 2019.
The result led to an average effect of -3.90% perceived by
consumers and -2.89% for consumers connected with High
Voltage - HV and -4.32% for those connected with Low Volt-
Transmission and distribution companies must obtain envi-
ronmental approval from environmental regulatory authori-
ties. Thermal generation plants, in addition to environmental
permits, also require a water use concession. Solar and wind
power projects have specific licensing rules and licensing
competition in Brazil is decentralized, where the responsibility
for the license can be assigned to the Union, state, or mu-
nicipality according to the licensing criterion. License types
are granted according to location, installation, extension, and
age– BT.
operation.
Note: In 2018, during the Tariff Review process, ANEEL ap-
proved the Gross Payment Base at $5.6 billion reais and the
Net Payment Base at $2.961 billion.
Colombia
Enel CIEN
Industry structure
Resolution No. 2408 of June 26, 2018, established the annual
permitted payment (RAP) for public service concessionaires in
Colombia’s electricity sector was structurally reformed by
electricity transmission, in relation to the availability of trans-
Home Public Services Law 142 and Electricity Law 143, both
mission facilities under their responsibility.
of 1994. According to the latter, different economic operators,
The Enel Cien values are: Garabi I (RAP: 1780,711,108.53 reais
sector and are free to carry out their functions in the context
and PA adjusted: 6,391,867.71 reais) and Garabi II (RAP: $
of free market competition. To operate or initiate projects, en-
187,722,462.73 reais and PA adjusted: $ - 6,662,275.47).
vironmental, health and water rights permits, as well as those
public, private, or mixed, may participate in the activities of the
of a municipal nature, must be obtained from the competent
The above results are provisional given that ANEEL postponed
authorities.
the tender of the tariff review till next year as the methodolo-
gy has not been defined yet. Therefore, any difference shall be
The Ministry of Mines and Energy (MME) defines the Govern-
compensated kin the next tariff process.
ment’s policies for the energy sector. Other government enti-
Environmental regulation
The Brazilian Constitution permits both the Federal Govern-
ment and the state and local governments to issue laws
aimed at protecting the environment. Most environmental
regulations in Brazil are issued at the federal and state level.
As for environmental permits, these are administrative proce-
dures by which the Government, through the competent envi-
ronmental agency, grants licenses to companies and activities
that use natural resources that might be potentially polluting
and/or harmful to the environment.
ties that play an important role in the electricity industry include:
Superintendence of Home Public Services (SSPD), an entity
that monitors and audits all the public services companies; the
Energy and Gas Regulation Commission (CREG), which regu-
lates electricity, natural gas, liquefied petroleum gas (LPG), and
liquid fuels; the Energy Mining Planning Unit (UPME), which is
responsible for the planning and expansion of the network and
the Superintendence of Industry and Commerce (SIC) which is
the national authority for competition protection issues.
The CREG can issue regulations that govern technical and com-
mercial operations as well as tariffs for regulated activities. The
main CERG functions are to establish the conditions for the
progressive liberalization of the electricity sector towards an
open and competitive market, approve charges for networks
16. Regulatory framework of the electricity industry
133
and transmission and distribution costs for the supply of regu-
Distribution is defined as the operation of local distribution net-
lated clients, establish methodologies to calculate and set max-
works and regional transmission. Any client can have access
imum tariffs for the supply of the regulated market, establish
to a distribution network in which he pays a connection fee.
standards for the planning and coordination of the system´s op-
Distribution companies, or network operators, are responsible
erations, establish technical requirements for quality, reliability
for planning, investing in, operating, and maintaining electricity
and security of supply, and to protect clients´ rights.
grids with voltages below 220 KV.
The Colombian Wholesale Energy Market is based on a com-
petitive market model and operates under open access prin-
ciples. The operation and administration of the MEM is cen-
tralized in a Market Operator made up of the Administrator of
the Trade Exchange System (ASIC) and the National Dispatch
Center (CND).
Regulation of generation
companies
The Colombian State can participate in the development and
implementation of generation projects on the same footing as
The generation sector is organized on a competitive basis.
the private sector. Law 142 of 1994 established that the public
The electricity transactions in the MEM are carried out under
services legal regime and Law 143 of 1994 focused, partic-
the modalities of the energy spot market (short term or dai-
ularly, on the electric power service, established the types
ly market); bilateral contracts (long term market) and reliability
of entities authorized to provide residential public services
charge. Generation companies must participate in the central
through the creation of the “Public Service Company” as the
dispatch with all their generation plants or units connected to
fundamental driver of this provision.
the Colombian system whose capacities are equal to 20 MW or
higher (plants with capacities between 10 and 20 MW can par-
In the short-term energy market, the CND receives every day
ticipate optionally). The generation companies that participate
the price offers and the declaration of commercial availability
in the central dispatch must declare the commercial availability
for each hour of the following day, of all the generators partici-
of their generation resources and offer the price at which they
pating in the wholesale market. Based on this information, the
wish to sell it. The National Dispatch Center (CND) centralizes
CND carries out an economic dispatch through an optimized
all the energy dispatch pursuant to economic optimization cri-
procedure for the next 24-hour period of the following day,
teria and respecting the electrical and operational restrictions
taking into account the electrical and operation restrictions of
of the system.
the system, as well as other conditions necessary to meet the
expected energy demand for the next day in a safe, reliable
The sale of energy consists of intermediating between the play-
and economic manner from the cost point of view. Unlike the
ers that provide electricity generation, transmission and distri-
rest of the countries where dispatch is centralized based on
bution services, and the users of these services. Commercial-
variable production costs, in Colombia, dispatch is based on
ization can be carried out with or without other generation or
prices offered by the agents.
distribution activities.
The energy exchange is an adjustment market where the ex-
Transmission operates under monopoly conditions with a guar-
cess energy is sold or bought against generators´ and retail-
anteed fixed annual income, which is established by the new
ers´ real energy demand. The energy exchange, the ASIC, es-
replacement value of networks and equipment and by the val-
tablishes a spot price for energy on the energy exchange after
ue resulting from the bidding processes that add new projects
the day of the operation via an optimized procedure for the 24-
for the expansion of the National Transmission System (STN).
hour period called the ideal dispatch, which implies an infinite
This value is proportionately divided among all the retailers in
transmission capacity in the network and takes into account
the market according to their energy demands. The National
the initial conditions of the operation, thus establishing which
Interconnected System (SIN) supplies 98% of the national de-
generators had to be dispatched to satisfy the real demand.
mand. Non-interconnected systems serve isolated areas of the
The price paid to all generators that are dispatched according
country.
134
to price merit is the price of the most expensive generator
dispatched every hour under the ideal dispatch.
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Cost differences between the ‘economic dispatch’ and the
voirs, thus permitting to use thermal resources necessary to
‘ideal dispatch’ are called ‘restriction costs’. To start with, the
secure the reliability of the system.
cost of each restriction is allocated to the agent responsible
for the restriction and when it is not possible to identify an
In 2019, regulatory management related to the electricity
agent it is distributed proportionally to all Colombian system
market and natural gas evolved around some institutional and
traders according to their energy demand, and these costs are
market facts, such as the incorporation of unconventional en-
transferred to end clients.
ergy sources into the energy matrix, the development of the
Electricaribe sales process, the legislative agenda with the
Generators connected to the Colombian system can also par-
analysis, discussion and approval of the 2018-2022National
ticipate in the “Reliability charge”, which is a mechanism that
Development Plan, progress of the Electricity Sector Transfor-
aims to encourage investment in the generating park to guar-
mation Mission pushed forward by the Ministry of Mines and
antee that the country’s demand is met in the long term. The
Energy and, in general , progress of the agendas proposed in
charge consists of assigning Firm Energy Obligations (OEF)
early 2019. The following 2019 issues are worth highlighting:
through a descending auction for new agents interested in
developing generation projects, who must guarantee the sys-
The Ministry of Mines and Energy through the Energy and
tem that amount of energy for a given period. The allocation
Mining Planning Unit – UPME moved forward the second auc-
for existing generators is made annually and for new projects
tion of long-term contracts to October 2019, after the first auc-
for up to 20 years. The OEF is a commitment on part of the
tion was declared unsold in February. The auction, exclusive
generating Company, backed by its physical resources, which
to unconventional renewable energy sources, permitted the
provide support to that firm energy production. The generator
allocation of long-term contracts for 7 generating companies
that acquires an OEF will receive fixed compensation during
and 22 traders. The auction closed with a weighted average
the commitment period, whether or not the obligation is re-
allocation price of $95.65 Colombian pesos kilowatt per hour.
quired.
The price of each KWh hour of the OEF corresponds to
for the expansion auction of the Reliability Charge, to allo-
the closing value in the auction for firm energy or reliability
cate electricity generation projects that may begin in the
charge. When this firm energy is required, which occurs when
2022-2023 period. The process highlighted the definition of a
the spot price is higher than the shortage price, an agent ful-
“closed envelope” auction (with a ticking clock). Here are the
Furthermore, the CREG defined the conditions for the call
fillment balance is carried out, where the ideal dispatch is ver-
main results:
ified to see if the agent covered its OEF with its own resourc-
es and delivered surplus or another agent covered the OEF, in
• Closing price: US$ 15.1/ MWh.
which case the differences valued at spot prices are balanced.
• Energy allocated in the auction: the total Firm Energy Ob-
ligations for the auctioned term was 250.55 GWh/day, of
In 2014, the CREG issued the Statute of Shortage Risk - a last
which 164.33 GWh/day were allocated in this auction and
resort mechanism which enters into action when the hydrol-
the remaining 86.22 GWh/day correspond to previous al-
ogy conditions are critical, and the market principles do not
locations.
behave as expected. In general, it consists of implementing
•
The system´s final additional net effective capacity in the
certain market monitoring indicators helping to establish if
2022-2023 period when validating compliance with the
the price signals (energy exchange) are coherent with future
requirements will be 3,710 MW, distributed as follows:
energy estimates and the system´s current hydrological con-
940 MW thermal, 1,372 MW hydraulic, 1,160 MW wind
ditions.
and 238 MW solar.
If monitoring market parameters capture any alert and/or risk
In July 2019, the CREG published Resolution 060/ 2019, es-
signals, a shortage risk period is declared basically consisting
tablishing the following: “implement transitional amendments
of energy sale and water storage models that guarantee that
and additions to the Operating Regulations to permit the con-
the system should have the necessary reserves to meet the
nection and operation of photovoltaic and wind solar plants
demand. Water storage is achieved through supply price inter-
into the SIN and other provisions are issued”. This Resolution
vention of hydraulic agents who can store water in their reser-
defines the operational requirements and commercial aspects
16. Regulatory framework of the electricity industry
135
for the treatment of unconventional sources in the operational
The CREG also issued Resolution 132 on October 15, 2019,
dispatch.
defining the Reliability Charge taker mechanism for Firm En-
ergy Obligations allocations for new plants. Only new plants
In July 2019, the Commission issued Resolution 080/2019,
which have not been allocated OEF can participate in any al-
setting forth general rules of market behavior for agents that
location mechanism and their estimated variable fuel costs,
carry out activities in home utilities in the electricity and fuel
CVCE, must not exceed the current Fuel Part Shortage Price.
gas sectors. The CREG considers it necessary to establish a
The plants shall be allocated for a period of 10 years and shall
regulatory framework that, in addition to the specific market
be remunerated at US$ 9/MWh.
rules and obligations, should define the general rules of be-
havior that promote: free access to networks and facilities
that, by their nature, are monopolies; free choice of service
providers and the possibility of user migration, transparency,
neutrality , economic efficiency; free competition and the pro-
hibition to misuse dominant positions.
Regulation of distribution
companies
Distribution charges are set by the CREG based on the new
In September 2019, the Commission issued Resolution 096
replacement value of existing distribution assets, capital cost,
extending the option of access to the central dispatch system
non-electric assets as well as operational and maintenance
to plants smaller than 20 MW connected to the National In-
costs for each Company. These are defined for four different
terconnected System. The Resolution emphasized that plants
voltage levels, as follows: level 1, less than 1 kV; level 2, more
with less than 1 MW and distributed generators will not be
than or equal to 1 kV and less than 30kV; level 3, more than or
able to participate in the central dispatch and may sell their
equal to 30 kV and less than 57.5 kV and level 4, more than or
energy to traders serving the regulated and unregulated mar-
equal to 57.5 kV and less than 220 kV. Voltage levels 1, 2 and
kets. At the same time, plants between 1 MW and 20 MW
3 are called Local Distribution Systems (SDL) and Level 4 is
may opt to participate in the central dispatch. If they choose
called the Regional Transmission System (STR by its Spanish
not to benefit from the central dispatch, they may sell their
acronym).
energy to traders serving the regulated and unregulated mar-
kets.
In 2009, after auditing the information reported by the com-
panies, the CREG established the applicable distribution
The CREG also published Resolution 098 defining the mech-
charges, which are set for a 5-year period and updated each
anisms for the incorporation of storage systems to mitigate
month according to the producer price index. The method-
inconveniences stemming from the lack or the inadequacy
ology to calculate distribution charges includes an incentive
of energy transport networks in the National Interconnected
scheme to manage, operate and maintain the costs based on
System. This Resolution was issued given the urgency re-
service quality. For energy losses, the regulation establishes
quired for Battery Electric Energy Storage Systems (SAEB)
recognized loss indices to be included in the tariff.
to become operational, with the sole purpose of mitigating
existing problems due to the lack or the inadequacy of electric
The review of distribution charges began in 2013 with the pub-
power transmission networks and will be effective until 31
lication of the payment methodology proposed by Resolution
December 2022.
CREG No. 043/2013. These articles were complemented by
Resolution CREG No. 079/ 2014, which contains the purposes
In October 2019, the Commission issued Resolution 117,
and guidelines for distribution remuneration and Resolution
which called for a Purchase Reconfiguration Auction for the
CREGs No. 179/ 2014, 024 and 176 of 2016 and 019/ 2017,
2020-2021 and 2021-2022 periods; the mechanism carried out
which contain the methodology proposals.
in December 2019 by XM S.A. E.S.P. allocated the amounts per
4,278,410 kWh-day for the 2020-2021period, and 2,152,383
Finally, after four Resolutions which were all put forward for
kWh-day for the 2021-2022period. The awarded price for both
consultation, on February 2, 2018 the final CREG Resolution
amounts is US$ 16.6/ MWh of firm energy.
015 was issued. This norm defines the beginning of a new
regulatory period where the regulator incorporated replace-
ment incentives, including depreciation as part of the tariff
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calculation formula, incentives for service quality that should
The revision of regulated transmission charges began in 2013
improve by at least 8% per year and defined the management
with the publication of the pay rate methodology proposed by
of regulatory adjustments for remunerations, through tariffs,
Resolution CREG 042/2013. These pay rate is complemented
for investment plans and the operations related to advanced
by the development of the purposes and guidelines for the
measurement.
transmission remuneration for the 2015-2019period, present-
ed in Resolution CREG No. 078/2014 and draft Resolutions
Furthermore, on February 5, 2018 the Regulation Commission
that have been submitted for consultation, Resolution CREG
issued Resolution 016/2018, which defines the return rate
No. 178/2014, Resolution CREG No. 023/2016 and Resolution
(WACC) for electricity distribution activities within the nation-
CREG No. 177/2016 define a remuneration methodology pro-
al interconnected system and the maximum revenue model
posal.
for the new tariff setting process. The tariff value is the result
of the application of the methodology approved in Resolution
CREG 095/ 2015.
Trading regulation
The WACC value for 2019 was set at 11.79% real before taxes
with a path that incorporates a reduction in income tax for the
tariff period.
Subsequently, Resolution CREG 085/2018
,151/2018,
036/2019 and 199/2019 were issued, clarifying and correcting
some provisions of Resolution CREG 015, including the ad-
justment factor, the revision of the investment plan and the
application of the quality scheme. Finally, in December 2019,
the Commission published Resolution CREG 189/2019 which
approves the variables necessary to calculate the revenues
and charges associated with the electricity distribution activ-
ity for the commercialization market served by CODENSA,
where the Company subsequently submitted a replenishment
appeal.
Regulation in transmission
In Colombia, traders, including those integrated with distribu-
tion, are free to acquire their supply. They can define the con-
ditions of public tendering processes to acquire the energy
they require for the regulated market; they can use market
mechanisms approved by the regulator and they can also go
to the spot market to buy energy. The price paid by the end
user reflects an average purchase price.
The trading market is divided into regulated and unregulated
clients. Clients in the free or unregulated market can freely
hire their electrical supply directly from a generator or a dis-
tributor acting as traders, or from a pure trader. The market
for non-regulated clients consists of clients with a maximum
demand of more than 0.1 MW or a minimum monthly con-
sumption of 55 MWh.
Generators, distributors, or independent agents that meet
certain requirements can commercialize or trade energy. The
parties freely agree on transaction prices for unregulated cli-
Transmission networks operating at 220 kV or above are part
ents.
of the National Transmission System (STN). The transmission
fee includes a charge that covers the operating costs of the
The energy trader is responsible for billing electricity costs to
facilities, and a charge for use applied only to traders who
end consumers and transferring payments to different agents
transfer it directly to end users.
in the industry. Regulated client trading is subject to the “Reg-
ulated Freedom Regime” where tariffs are set by each trader
The CREG guarantees transmission companies a fixed annual
using a combination of the general cost formulas established
income. This income is established by the reposition value of
by the CREG and the individual trading costs approved by the
networks and equipment, and by the resulting value of the
CREG for each trader. The rates include, but are not limited
tender process that have been awarded new projects for the
to, costs of energy supply, transmission charges, distribution
expansion of STN. This value is attributed STN traders propor-
charges and a commercialization margin. Additionally, the final
tionately to their energy demand.
costs of the service are affected by subsidies or contributions
The construction, operation and maintenance of new projects
is awarded to the company that offers the lowest present val-
Trading charges for regulated clients are established under
ue of cash flows necessary to carry it out.
Resolution CREG no. 180/2014. The main changes were the
applied according to the socioeconomic level of each user.
16. Regulatory framework of the electricity industry
137
creation of a monthly fixed charge that covers operating costs
functions of the Ministry of Housing). The same year, Decree
plus an income for traders covering credit risk, working capital
3,573 created the National Environmental Licensing Authority
subsidies and other trading costs.
as the entity responsible for granting and monitoring environ-
In January 2017, CREG, the Regulation Commission, approved
the Environment and Sustainable Development.
the merger of the Codensa and EEC markets. Therefor a
unique regulated tariff has been applied as of that date for
In 2015, due to an OCDE recommendation, the environmental
market users currently served by Codensa.
sector regulation was consolidated in Decree 1076/2015.
mental licenses, permits and procedures of the Ministry of
In 2019, the first long-term contracts auction was convened,
During COP21 in Paris in 2015, Colombia made a commitment
seeking to diversify, complement and boost the energy matrix
to reducing 20% of emissions as of 2030 in relation to the ref-
competitiveness and make it more resilient to climate chang-
erence baseline. In 2018, Law 1931 was issued establishing
es, contribute to the reduction of carbon dioxide emissions
the guidelines for Climate Change management in Colombia.
and guarantee the country’s energy security.
Environmental regulation
The framework for environmental regulation in Colombia was
established by Law 99/1993, which also created the Ministry
of the Environment as the authority that would set up environ-
mental policies. The Ministry defines, issues and implements
policies and regulations focused on the recovery, conserva-
tion, protection, organization, administration and use of re-
newable resources.
Any entity contemplating projects or activities related to en-
ergy generation, interconnection, transmission or distribution
which may have an impact, deteriorate and/or introduce signif-
icant or notorious changes to the environment, must apply for
an environmental license prior to commencing their activities.
Law No. 99 established that the generation power plants that
were already operating when the law was issued, with a total
installed capacity of more than 10 MW, should contribute to
the conservation of the environment, transferring a percent-
age of their profits linked to energy generation (electricity sec-
tor transfers) to municipalities and environmental corporations
in the area where the power plants are located. Hydroelectric
power plants and thermal power plants should pay, respec-
tively, 6% and 4 % of their gross energy sales from their own
generation, and according to tariffs set for energy sale blocks
as established by the Energy Regulation Commission.
In 2011, Decree 3,570 established the new environmental
sector structure thus creating the Ministry of the Environment
and Sustainable Development (previously, the functions of the
Ministry of the Environment were established along with the
In 2019, the environmental regulation management of the En-
vironment Division focused on participating in joint construc-
tion with the different environmental national, departmental
and local authorities in setting the regulation for Enel-Emgesa
strategic issues for different areas guiding its efforts in incor-
porating the proposals to respond to the Company´s interests
and needs. An analysis of the most critical aspects of environ-
mental regulations issued in 2019 and related to Enel-Emge-
sa’s own activities was carried out. It was linked mainly to
the following issues: environmental project licensing, environ-
mental compensation, conservation incentives, environmen-
tal benefits, dam structuring, air quality, archaeology, Territori-
al Management Plans, Watershed Management Plans, Water
Resource Management Plan , guidelines for the development
of pre-consultation processes, waste management (ordinary,
electronic and hazardous), electricity sector transfers and cli-
mate change; of which the following administrative norms are
particularly important.
With regard to the licensing processes and environmental im-
pacts, Resolution 1107 amending Resolution 1402/2018 was
issued in relation to the General Methodology for the Prepara-
tion and Presentation of Environmental Studies, establishing
that environmental studies prepared pursuant to the method-
ology adopted by Resolution 1503/2010 and which have not
been submitted , shall not be governed by this administrative
act provided that these studies were submitted before Au-
gust 2, 2020. Resolution 077 set dates for the submission of
Environmental Compliance Reports within the framework of
the National Environmental Licensing Authority’s environmen-
tal monitoring process for competition projects, establishing
annual, semi-annual or quarterly dates so that ANLA may have
a better opportunity to review them throughout the year. At
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the same time, it was actively involved in the construction of
environmental flows in the Bogotá River. The methodology ap-
decree 2106. It seeks to simplify, eliminate and reform unnec-
plies to projects subject to environmental licensing and seeks
essary procedures and processes in the Public Administra-
to establish percentages of the utilization of the flows accord-
tion, with particular attention to environmental administrative
ing to the water supply pursuant to the provided ecosystem
procedures, where it was also proposed that the Government
services in different sections of the basin. The management
should become part of the prohibition suspension process in
of the standard was carried out jointly with the Presidency
order to reduce the time of license emissions, a proposal that
of the Republic, the Ministries of Mines and Energy and the
was approved.
Environment and Sustainable Development, IDEAM, UPME,
CNO, XM, Andesco, Andi and other companies in the sector.
In relation to archaeology, Decree 138 represents a significant
This standard poses a risk to Enel-Emgesa and the operation
move forward to establish administrative procedures and their
of generation chains in the Bogotá River basin because the ap-
respective times that the Colombian Institute of Anthropology
plication of the methodology could limit the flows available to
and History (ICANH) has to rule on the applications submit-
the plants, authorized by concessions issued by CAR, regional
ted as part of the projects and, is the result of the manage-
environmental authority for Cundinamarca, and which must
ment carried out for more than two years in collaboration with
apply the methodology in the aforementioned basin. Addition-
guilds and different entities permitting alternatives to be iden-
ally, Resolution 1869 declared the Salto del Tequendama wa-
tified to speed up and optimize the procedures presented to
terfall, a natural formation near the plants located on the river
the ICANH. Similarly, Resolution 297, as part of the regulation
and tourism spots in the middle of the basin, as Colombia´s
Decree 138, established the way the registration application
Natural Heritage.
will be presented by any natural or legal person who wants to
implement a Preventive Archaeology Program.
Our Company also took part in the definition of the National
Circular Economy Strategy which seeks to maximize the add-
Regarding Watershed Management Plans, Resolution 957
ed value of production and consumption systems in economic
approved the adjustment and upgrade of the Bogotá River
(return), environmental (climate change) and social (employ-
Watershed Management Plan becoming a standard of higher
ment) terms, based on material, energy and water flows cir-
hierarchy and environmental determinant for the development
cularity. We participated, throughout 2019, in events related
of the Territorial Management Plans throughout the basin. This
to updating sectoral targets (source line and energy use) and
was developed through participatory processes that permit-
regional workshops related to the Strategy.
ted participants to make contributions, clarifications and ad-
justments in reference to the existing infrastructure and pos-
In relation to Climate Change, we made important inroads into
sible future projects.
energy transition through the study “Zero greenhouse gas
emissions roadmap for Colombia: diagnosis, perspectives and
One of the issues with the greatest impact during the 2016-
guidelines to define possible strategies for climate change”
2019 period was related to environmental flows, where the
aimed at identifying a potential roadmap for the Colombian
Ministry of the Environment sought to regulate the use of the
energy transition, in an exercise involving different national
water resource in the basins by issuing a nation-wide meth-
stakeholders. The purpose of this study was to identify how
odology. For 2018, this methodology was modified to include
to achieve carbon neutrality by 2050. As a result of the work,
the Bogotá River basin, seeking compliance with order 4.30
Enel-Emgesa was invited by the Colombian Government to
“Environmental and ecological flow of the Bogotá River” pro-
be part of the official Colombian delegation at COP25 in Chile,
vided by the Cundinamarca Administrative Tribunal, through
held in Madrid in December 2019, to present the results of
which the Ministry of the Environment and Sustainable De-
the study in the Colombia pavilion, in conjunction with the
velopment had to develop and adopt a specific methodology
Ministry of the Environment and Sustainable Development
to evaluate the environmental flows. As a result, Resolution
through the Colombian Carbon Low Development Strategy ,
2130 was issued adopting the methodology to evaluate the
which shares the 2050 carbon neutrality target for Colombia.
16. Regulatory framework of the electricity industry
139
Peru
Industry Structure
lation. It also manages the short-term market and prepares
the Guaranteed System Transmission Plan. The COES incor-
porates representatives of generating, transmitting, and dis-
tributing companies as well Large Users (free clients whose
consumption exceeds 10MW).
In rural areas there are small isolated systems that supply
The general legal framework applicable to the Peruvian elec-
electricity in specific areas representing approximately 6% of
tricity industry consists mainly of the Law on Electric Conces-
the total national production.
sions (Decree Law No. 25844/1992) and its regulatory norms.
The general regulatory framework applicable to the Peruvi-
(i) the separation of the three activities: generation, transmis-
an electricity industry is primarily comprised by the Electric
sion, and distribution; (ii) open market for the supply of energy
Concessions Law (Decree Law Nº 25,844 from 1992) and its
to unregulated clients; (iii) a regulated price system, primarily
regulatory norms.
based on a long and short-term tender process.
The main characteristics of the electric industry in Peru are:
The Ministry of Energy and Mining (MINEM) defines energy
policies at a national level and, together with the Ministry of
the Environment, it regulates all the environmental aspects
applicable to the energy sector and is the competent authority
Regulation of generation
companies
to grant or withdraw permits and concessions for activities
related to energy generation, transmission and distribution.
Generation companies that own or operate a generation plant
with an installed capacity that exceeds 500 KW require a con-
The Supervising Organism of the Energy and Mining Invest-
cession for a set period or an authorization granted by the
ments (Osinergmin) is the regulatory entity that controls and
MINEM.
oversees the enforcement of legal and technical norms re-
lated to electricity, hydrocarbons, and mining activities, and
The COES oversees the dispatch coordination of electricity
enforces the obligations established in concession contracts.
operations, establishing the spot prices and the management
The Regulating Osinergmin Tariffs Agency (GRT) is the com-
of economic transactions that occur in the SEIN.
petent authority that establishes regulated tariffs. Osinergmin
also controls and supervises tender processes required by
Generation companies can sell their energy directly to dis-
distribution companies to purchase energy from generation
tribution companies and free clients and liquidate their dif-
companies.
ferences in the spot market at marginal costs. The sales to
non-regulated clients are carried out at mutually agreed prices
and at agreed conditions, including fees and compensations
Meanwhile the Environmental Evaluation and Enforcement
for the use of transmission systems, and potentially fees for
Organism (OEFA), which depends from the Ministry of the
the use of distribution networks.
Environment, is responsible for supervising and enforcing
environmental obligations contained in the approved environ-
The Electric Concessions Law permits to signs bilateral con-
mental instruments.
tracts at a price not exceeding the Bar Rates, in the case of
regulated clients, or at a price agreed by all the parties in the
The Economic Operation System Committee (COES) is the
case of unregulated clients. In addition to this bilateral meth-
operator of the National Electric Interconnected System (SEIN
od, Law 28.832 of 2006, known as the Law to Guarantee
by the Spanish acronym). It coordinates the dispatch of gen-
the Efficient Development of Electricity Generation also es-
eration units according to the minimum cost and prepares
tablished the possibility for distributors to meet the demand
diverse studies that are the base for the annual price calcu-
of regulated and unregulated client demands via energy and
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power tender processes supervised by the Osinergmin. The
In 2018, the percentage of NCRE was 4.7% of the SEIN de-
approval of this mechanism is important for the generators
mand. This percentage increased to 5% in 2019.
because it permits them to reply on a stable price for the du-
ration of the contract which is not set by the regulator and can
Peru also established a capacity charge set up according to
last up to 20 years.
the amount that pays for the development of a gas turbine, as
a marginal unit that contributes to the system demand. Like in
Due to the introduction of tender mechanisms, a large portion
Chile, the capacity payment does not depend on its dispatch
of the energy sale contracts to distributing companies to at-
and pays for availability if it is placed within the objective effi-
tend clients comes from such tenders. Just a small portion of
cient margin defined by the corresponding authorities.
the electricity bought by distribution companies comes under
a bilateral contract model.
With regards to the transactions in the wholesale market, the
Regulation of the Electricity Wholesale Market (MME Regula-
tion) was approved through Supreme Decree No. 026-2016-
Regulation of distribution
companies
EM. The main aspects of the regulation are as follows: The
The electricity tariff for regulated clients includes charges for
“MME” is made up by the short-term market (“MCP” by its
energy and power for generation and the Distribution Added
Spanish acronym) and the allocation mechanisms for comple-
Value (VAD) that considers a regulated return on investments,
mentary services, operational inflexibilities and the allocation
fixed operating and maintenance charges, and a standard per-
of congestion revenues. The authorized participants that take
centage for energy losses during the distribution process.
part in the purchasing process in the MCP are: generators to
meet their supply contracts, distribution companies to serve
In September 2015, Decree No. 1,221 was published. It es-
free clients for up to 10% of their maximum demand; and
tablished that the VAD (Distribution Added Value) setting pro-
large users to serve up to 10% of their maximum demand.
cess must take place every four years and must be calculated
COES calculates the marginal costs of energy and congestion.
for each Company (before this decree the VAD was calculated
Participants require payment guarantees of their obligations in
for a company representing a group and a typical sector, and
the MME. Furthermore, actions from COES are incorporated
this VAD was applied to all of the companies that made up
in case of a participant´s payment default.
the respective group). Additionally, an extra charge for fees in
technologically innovative projects and efficient energy proj-
Legislative Decree 1002 and its regulation (Supreme Decree
ects previously approved by the Osinergmin would be award-
050-2008-EM) created a model to promote non-conventional
ed. Incentives would be offered to improve service quality and
renewable energy sources (NCRE) through tender offers for
the opportunity to extend the concession areas for distribu-
specific technologies with a guaranteed income mechanism
tion companies in rural areas next to their concession zones.
paid according to the demand through a tariff charge included
in the connection toll. This decree established a 5% target of
The real return on the investment of a distribution company
the Interconnected System electricity demand to be supplied
depends on its performance with regards to the standards set
with NCRE awarded through this model. The authorities may
by the Osinergmin for a theoretical model company. The tariff
review this 5% target pursuant to the country´s National Plan
system means greater returns for distribution companies that
for Renewable Energies. The technologies considered as re-
are more efficient than the model company. Preliminary tariffs
newable sources are the following ones: biomass, wind, tidal,
are tested to guarantee that the internal return rates are 12%
geothermal, solar and mini hydro (hydroelectric power plants
with a +/- 4% variation.
with capacity of less than 20 MW are not considered in the
5%).
The tariffs are indexed to the exchange rate, the wholesale
price index (Spanish acronym IPM), and commodity prices
16. Regulatory framework of the electricity industry
141
such as copper and aluminum, thanks to which Peru does not
have to face exchange risks.
Environmental Regulation
The Distribution Added Value process for the 2018-2022 peri-
od for Enel Distribución took place in 2018.
The environmental legal framework applicable to activities
related to energy in Peru is established by the General En-
vironmental Law (Law No. 28,611) and in the Environmental
Protection Rules for Electric Activities (Supreme Decree 029-
Regulation of transmission
94-EM).
Following the aforementioned principles and regulations and
Transmission activities are defined under different regimes.
additional ones contained in Law 28.245, the Framework Law
Facilities built before 2006 are divided into the Primary Sys-
for the National System of Environmental Administration, the
tem, whose aim is common use permitting energy to flow
National Policy of the Environment and the United Nations
through the national network, and the Secondary System
Framework Convention on Climate Change Law No. 30754
which is mostly unidirectional and is used to evacuate energy
or the Framework Law on Climate Change was approved per-
from a generation power plant or to take energy to the end
mitting the State, through transversal and jointed regulation,
consumer.
to issue regulations related to the development of the RER
generation, electric vehicles and sustainable investments pur-
Facilities built after 2006 are divided into: Guaranteed Sys-
suant to the Paris Agreement.
tem made up by common use lines, part of the Transmission
Plan developed by the COES and whose tolls are paid by the
whole demand of the network, and the Complementary Sys-
tem whose lines are connected to a power plant or to the
system´s user and are paid by the beneficiary.
The Transmission Plan, prepared by the COES and approved
by the MINEM, establishes the development of the Guaran-
teed System lines, which are put to tender through a BOOT
model with a maximum 30-year duration. The transmission
concessions of the Guaranteed System receive an annual
fixed income paid under said tenders.
The Complementary System lines are developed through
investment plans presented by the agents and approved by
the Osinergmin, an entity that calculates the average annual
cost to pay for each installation, considering the standard in-
vestment, operating and maintenance costs, with an updated
12% rate before tax and a 30-year duration.
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16. Regulatory framework of the electricity industry
143
144
Annual Report Enel Américas 2019 17.
DESCRIPTION OF
THE ELECTRICITY
BUSINESS BY
COUNTRY
17. Description of the electricity business by country
145
Electricity
Generation
Electricity
distribution
In this segment, Enel Américas owns operating subsidiaries in
The distribution business is carried out via Edesur in Argenti-
Argentina, Brazil, Colombia, and Peru.
na, Enel Distribución Río, Enel Distribución Ceará, Enel Distri-
bución Goiás and the recently acquired Enel Distribución São
The gross installed capacity of Enel Américas Group was 11,267
Paulo (former Eletropaulo) in Brazil, Enel Codensa in Colom-
MW in December 2019 and consolidated electricity generation
bia, and Enel Distribución Perú in Peru. In 2019, our main dis-
totaled 41,760 GWh, while energy sales reaching 72,553 GWh.
tribution subsidiaries sold 119,998 GWh.
In the electricity industry, business segmentation between hy-
Currently, Edesur, Enel Distribución Río, Enel Distribución
dro and thermal generation is natural since the variable costs of
Ceará, Enel Distribución Goiás, Enel Distribución São Paulo,
generation are different for each method of electricity produc-
Enel Codensa and Enel Distribución Perú serve the main cities
tion. Thermal generation requires fossil fuels and hydroelectric
in Latin America, providing electricity services to more than
generation requires water from dams and rivers.
24.6 million clients.
Generation
Transmission
Distribution
Córdoba
Costanera
Buenos Aires
Dock Sud
55% of Enel Américas’ consolidated generation capacity comes
In 2018 the Company launched a new business line: Enel X, a
from hydroelectric sources and 45% from thermal sources.
global business that is in the lead of the power sector transfor-
mation. Enel X seeks to change paradigms, helping clients to
Arroyito
Mendoza
Edesur
Hence, the definition of the generation company’s commercial
use technology to transform energy into new opportunities, to
policy is relevant to correctly manage the generation business.
thrive and lead progress worldwide. Enel X is a global compa-
The Enel Américas Group generation business is made up of
ny with strong roots in the energy sector, with an open strate-
the following subsidiaries: Enel Generación Costanera, Enel
gy oriented towards digitization, sustainability and innovation.
Generación el Chocón and Central Docksud in Argentina, EGP
Enel X uses smart simple and fast technologies to help clients
Cachoeira Dourada, Enel Generación Fortaleza and EGP Volta
discover new ways of using energy globally.
Grande in Brazil, Emgesa in Colombia and Enel Generación
Perú and Enel Generación Piura.
Enel X´s mission is to provide innovative technology solutions
and value-added services, to create new value for residential
clients (B2C), companies (B2B) and cities (B2G).
Motogeneradores
El Chocón
Neuquén
Electricity
transmission
Enel Américas´ electricity transmission business is mainly car-
ried out through the interconnection line between Argentina
and Brazil, via Enel Cien, a subsidiary of Enel Brasil, whose
transport capacity totals 2,100 MW.
146
*Non-billable consumptions are not included in distribution business.
Annual Report Enel Américas 2019 TypeHydroNet Installed Capacity 128 MWTypeHydroNet Installed Capacity 1.200 MWTypeThermoNet Installed Capacity 2,210 MWEnergy Sales16,798 GWhEnergy Losses15.5%Clients2,490,449TypeThermoNet Installed Capacity 34 MWTypeThermoNet Installed Capacity 846 MW
Generation
Transmission
Distribution
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Costanera
Buenos Aires
Dock Sud
Arroyito
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Motogeneradores
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*Non-billable consumptions are not included in distribution business.
17. Description of the electricity business by country
147
TypeHydroNet Installed Capacity 128 MWTypeHydroNet Installed Capacity 1.200 MWTypeThermoNet Installed Capacity 2,210 MWEnergy Sales16,798 GWhEnergy Losses15.5%Clients2,490,449TypeThermoNet Installed Capacity 34 MWTypeThermoNet Installed Capacity 846 MW
Argentina
Electricity generation
In September 2019, about 50 of the 88 projects approved
during the second round of the RenovAr program were vir-
tually paralyzed mainly because of difficulties on part of the
successful bidders to guarantee adequate financing and
warranties. Therefore, on September 11, Sebastián Kind, the
Undersecretary of Renewable Energy and Energy Efficiency,
sent a note to CAMMESA to instruct them to temporarily
Enel Américas S.A. participates indirectly in electricity gener-
suspend non-compliance summons with the scheduled dates
ation through Enel Argentina S.A.’s subsidiaries: Enel Gener-
and work progress pursuant to the renewable electricity sup-
ación Costanera S.A. (Costanera), Enel Generación El Chocón
ply contracts. For various reasons, the undersecretary, after
S.A. (Chocón) and Central Dock Sud S.A. (CDS).
just under 30 days, sent a note fully repealing everything in-
structed in the first place.
Costanera, Chocón and CDS together own 4,419 MW net in-
stalled capacity. This capacity, by the end of 2019, represent-
On June 16, 2019, a complex failure caused the collapse of
ed 11.7% of the total capacity of the Argentine SIN (National
Argentina’s interconnected system affecting Argentina, Uru-
Interconnected System). Electricity generation of these com-
guay and certain areas of Paraguay. The demand was normal-
panies reached 12,974 GWh as of December 31, 2019, equiv-
ized gradually and the balance between generation and the
alent to 9.9% of Argentina´s total generation.
normalized demand was monitored. The effective recovery
process began at 7:11 and finished at 19:23 lasting just over
Some of the most important business groups that partic-
12 hours.
ipates in the Argentine Electricity Market in the generation
sector are the following: AES, SADESA and Pampa Energía
In February 2019, SEES Resolution No. 19/2017 was replaced
– a company that in 2016 acquired Petrobras Argentina. Other
by Resolution SRR and ME No. 1/19, establishing the guide-
companies participating in the generation sector are YPF En-
lines for the remuneration for existing generation plants.
ergía and Pluspetrol Energía, acquired by YPF.
Participation in installed capacity and in business groups for
ation structure with some changes. The measure, in the first
The new Resolution basically maintains the current remuner-
2019 is distributed as follows:
place, made a downward adjustment of the payment for avail-
ability and for energy from thermal units. In the case of power
Participation by installed capacity and in Business Groups in 2019
availability, the reduction totaled 10% and in case of energy,
Grupo Enel
Pampa Energía
SADESA
AES
National Government
Foninvemem
Provincial Governments
Others
11.70%
11.30%
10.20%
8.60%
15.50%
6.50%
4.70%
31.50%
it was 20%.
A formula for adjusting availability revenues was also estab-
lished based on the historical dispatch of the generating unit.
The units that end up with a dispatch factor in the last mobile
year of less than 30%, will be reduced by 30%, if this factor is
>70%, there is no effect and if it is between 30% and 70%,
the reduction is linear.
In 2019, 931 MW of renewable capacity was added, of which
For hydroelectric plants, the base prices of the power and en-
283 MW correspond to private projects (MATER) and 491
ergy generated and operated are maintained as stipulated in
MW to tenders carried out under the RenovAr program. The
Resolution ex SEE No. 19/2017 but the new regulations estab-
remaining 157 MW belong to the Renewable Energy Promo-
lish that the hours during which the hydroelectric generator is
tion Project (GenRen). To date, the contributions to RenovAr
unavailable for scheduled and agreed maintenance shall not
are delayed by 1,410 MW in this year’s schedule. The RenovAr
be considered for the calculation of power payments. Despite
program is part of Law 27.191, which establishes participa-
the introduced changes, hydropower plants did not suffer a
tion of this type of energy in the market, and which, by 2025,
significant reduction in their revenues.
should reach 25%.
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Continuing with the precepts instructed by the SE to CAMME-
In relation to the Resolution on the contingent liabilities de-
SA in previous years, to bring down gas costs required for
riving from the availability contracts of the TV units and the
generation, MEGSA held two auctions to purchase gas for
Costanera Combined Cycles signed in 2012, on September12,
generation in thermal plants, with satisfactory results. The
2019, an agreement was signed with CAMMESA establishing
first was held on December 27, 2018. The supplies offered
there were no outstanding claims thus eliminating Costaner-
were interruptible for the period from January to December
a´s risk of fines together with waiving a part of future tariffs.
2019. The minimum PIST prices obtained were US$ 2.2107/
MMBTU (summer), US$ 3.2235/MMBTU (winter) and weight-
Resolution 2018-70-APN-SGE of November 2018 permitted
ed average prices of US$ 3.0953/MMBTU (summer) and US$
generators, co-generators, and self-generating agents to pro-
4.3446/MMBTU (winter). The second auction took place on
cure their own fuel for electricity generation and permitted to
May 23, 2019. Unlike the previous auction, supply on this oc-
manage the fuel - natural gas - for the plant in 2019. Upon the
casion was strong, with a term ranging from June 2019 to
publication of the Resolution, CAMMESA issued the Decla-
May 2020, inclusive. PIST prices were US$ 2.207/MMBTU
ration of Variable Production Costs (CVP), which allowed to
and US$ 3.2446/MMBTU for summer and winter respectively,
prepare a commercial strategy to optimize the costs incurred
with a clear gas price decrease in the wellhead from the first
and the declared CVP.
auction to date.
In December 2019, through Resolution 12/2019, the Govern-
tion 2019-12- APN-MDP in the Official Journal, Resolution
ment decided to repeal Resolution No. 70/2018 of the former
2018-70-APN-SGE was repealed, and the commercial man-
Energy Secretariat of the former Ministry of Finance that al-
agement was once again centralized in the dispatch agency
lowed companies to manage their own fuel supplies, leaving
as well as the dispatch of fuels from the MEM plants.
As of December 30, 2019, with the publication of Resolu-
Mercado Mayorista Eléctrico Sociedad Anónima (CAMMESA)
again in charge.
Enel Generación Costanera S.A.
Enel Generación El Chocón S.A.
Enel Generación El Chocón SA is a generation Company, op-
erating El Chocón and Arroyito hydroelectric power plants,
Enel Generación Costanera, located in the city of Buenos
located on the Limay River, in the Neuquén and Río Negro
Aires, has six steam turbine units totaling 1,062 MW, which
Provinces. The total net installed capacity of this hydroelectric
can operate either with natural gas or fuel oil. Costanera also
complex is 1,363 MW and includes the El Chocón plant, with
operates two combined cycles of 851 MW and 297 MW, re-
1,200MW net installed capacity (hydroelectric power plant on
spectively. Its net installed capacity is 2,210 MW.
an artificial reservoir) and the Arroyito plant, with 128 MW net
installed capacity, both plants use the waters of Limay and
In 2019, CAMMESA carried out a dispatch of the Argentine
Collón Curá Rivers for generation.
Interconnected System (SADI acronym In Spanish) pursuant
to the Resolutions issued by the Ministry of Electricity. The
The Company’s net installed hydro capacity is 1,328 MW,
dispatch prioritized the use of natural gas, taking into account
thermal net capacity is 34 MW and corresponds to moto-gen-
the performance of the units and the use of liquid fuels (gas
erators. Its participation in the SADI is 3.7% in relation to the
oil and fuel oil) in accordance to the restrictions imposed on
total installed capacity.
power plants during the season with an increased residential
demand. As a result of the operations, net generation of Cos-
El Chocón is located in the Comahue region made up by the
tanera’s Convectional Units reached 236 GWh, and net gener-
Argentinean Provinces of Río Negro, Neuquén and the south-
ation of Combined Cycles reached 5,974 GWh.
ern areas of Buenos Aires Provinces, on the Limay River, 80
In February 2019, SEES Resolution No. 19/2017 was replaced
Arroyito is a compensator dam of the El Chocón plant located
by Resolution SRR and ME No. 1/19 establishing the payment
on the same river, some 25 km downstream.
km upstream from the confluence with the Neuquén River.
guidelines for existing generation plants. It is detailed in the
previous chapter on Electricity Generation.
17. Description of the electricity business by country
149
The hydrological year In Argentina starts on April 1 and has
The implementation of Resolution SEE No. 1/2019 reduced
been defined as a dry year according to the contribution of the
the payments of thermal and hydraulic generators compared
hydrological basins of the Limay and Collón Cura Rivers. Net
to the previous regulations, maintaining the same remunera-
generation recorded for these power plants during the year
tive concepts: a variable production charge depending on the
was 2,525 GWh. This generation is made up by 1,981 GWh in
type of fuel (which varies by technology and unit size) and an-
Chocón (78%), 528 GWh in Arroyito (21%) and 16 GWh from
other depending on the available power. These values are set
moto-generators (1%).
in dollars. It also maintained the possibility of offering guar-
anteed availability and additional guaranteed availability com-
The Company started 2019 with the reservoir level of 377.71
mitments (DIGO and DIGO ADICIONAL respectively), with
m.a.s.l. The reserve in the El Chocón dam was 2,168 GWh and
different payments and depending on availability, regardless
in the Comahue it was 6,083 GWh. Both were measured in
of the technology offered.
relation to the minimum level condition of FOE.
At the end of 2019, the level of the reservoir reached 377.55
second half of November 2018, generation agents could get
m.a.s.l. The energy reserves of the Comahue dams were
their own fuel supplies for energy generation. Generation
6,235 of which 2,228 GWh were the El Chocón reserves.
costs were valorized according to the mechanism of recog-
Subsequently, through Resolution No. 70/2018, and as of the
In February 2019, SEES Resolution No. 19/2017 was replaced
by Resolution SRR and ME No. 1/19 establishing the payment
Central Dock Sud used that option from the first half of De-
guidelines for existing generation plants. It is detailed in the
cember 2018, until the second half of December 2019, when
previous chapter on Electricity Generation.
the Ministry of Productive Development issued Resolution
nition of Production Variable costs recognized by CAMMESA.
Central Dock Sud
The Dock Sud power plants are located in the Buenos Aires
Avellaneda district. Dock Sud owns and operates a single gen-
eration power plant with two units, with a total capacity of
846 MW. The Dock Sud power plant (CDS in Spanish acro-
nym) has four gas turbines and one steam turbine. Two of the
gas turbines and the steam turbine make up a combined cycle
power plant.
The energy generated by Dock Sud in 2019 was 4,238 GWh,
accounting for 4.5% of thermal generation and covering 2.9%
of the SADI demand.
On December 31, 2019, Central Dock Sud S.A.´s installed capac-
ity represented 2.2% of the total installed capacity of the SIN.
In February 2019, the former Ministry of Renewable Resourc-
es and Electricity Market, subordinated to the former Ministry
of Finance, through Resolution No. 19E/2017 updated the pay-
ment values of Resolution SE No. 19/2017.
No. 12/2019, which repealed the above-mentioned Resolu-
tion No. 70/2018, establishing that, as of December 30, 2019
CAMMESA would once again centralize fuel supply for the
power generation of the MEM thermal power plants.
Generation Activities and
Projects
Currently, there are no ongoing projects for the expansion of
installed power - combined cycle - in Costanera.
Land reserved for future
projects
Enel Américas has no land reserved for future projects in Ar-
gentina.
150
Annual Report Enel Américas 2019
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Electricity Distribution
Edesur
tract, reestablishing the full validity of the Concession Con-
tract, the Tariff and the Service Quality Regime, which were
renegotiated pursuant to the principles established by Law
24.065.
Edesur distributes and sells electricity in the southern area
The validity of the RTI tariff period, established between Feb-
of Buenos Aires. This includes two-thirds of the Autonomous
ruary 1, 2017 and January 31, 2022, will require an improve-
City of Buenos Aires (CABA) and twelve districts of the Bue-
ment to the quality of service regime as the expectations of
nos Aires Province, covering a 3,309 km2 area, for a period of
investment development and operational improvements that
95 years starting from August 31, 1992.
EDESUR proposed in the context of RTI will increase. There-
This period includes an initial 15-year term and eight additional
cost of energy not delivered will increase throughout the peri-
periods of 10 years each. On February 5, 2007, the National
od, reaching the values established recently in the last semes-
fore, the quality guidelines will be more demanding, and the
Electricity Regulatory Entity (ENRE) resolved to extend the
ter of the period.
initial period for five extra years, as of the end of the Integral
Tariff Review (RTI) process.
At the same time, SAIDI (one of the indices related to service
quality) improved in 2019 in relation to 2018, with a reduction
On January 27, 2016, the MINEM No. 7/2016 Resolution was
of 4.7 hours, reaching 20.23 hours according to Enel criteria.
issued which instructed ENRE, among other things, to: adjust
the VAD in the company´s tariff charts, on behalf of the RTI (In-
The concession contract establishes that Edesur must supply
tegral Fees Renegotiation) and the framework of the Transito-
energy as required by the owners or inhabitants of the properties
ry Tariff Regime established in the Agreement Act and to carry
located within its concession area, comply with certain quality
our every action required to implement the RTI, which should
standards related to the electricity supplied, comply with opera-
have come into force before December 31, 2016. The process
tional requirements concerning the maintenance of distribution
and schedule for the RTI was established through Resolution
assets and to bill clients on the basis of effective measurements.
ENRE 55 as of April 5, 2016.
In December 2017, the Ministry of Energy and Mining (MI-
As part of the RTI process, on October 28, 2016 a call for a
NEM) presented its proposal and criteria for the treatment of
Public Consultation was launched to inform of the project and
regulatory liabilities. The first measure was, via a Note issued
hear the opinions related to the tariff proposals that the dis-
on December 30, 2017, that the Ministry informed CAMME-
tribution companies Edesur and Edenor presented to ENRE
SA that it took possession of the debt registered by EDESUR
according to Resolution ENRE No. 55/2016.
with said Company for the purchase of energy, for a period
On December 30, 2016, ENRE issued Resolution No. 626, ap-
ment. EDESUR continued to work on the agreement in 2018,
proving the document denominated Final Public Consultation
and the final Resolution regarding these matters was subject
of 90 days pending the signing of the aforementioned agree-
Resolution in order to inform and answer the opinions made
to the change of jurisdiction.
in relation to the Tariffs Proposal presented previously by the
companies with regards to the definition of tariffs to be ap-
On December 4, 2018 Law 27.469 approved the Fiscal Consen-
plied, and move for the consideration of the Undersecretary
sus signed on September 13, 2018 between the Nation and
of Tariffs Policy Coordination of the Ministry of Energy and
most of the Provinces. This agreement considers that “elec-
Mining of the Nation, those proposed issues subjects planned
tricity distribution companies Empresa Distribuidora Norte SA
that are not within the sphere of responsibility of said entity.
(Edenor) and Empresa Distribuidora Sur SA (Edesur) should be
On February 1, 2017 the Integral Tariff Review came into force,
Autonomous City of Buenos Aires (CABA), in line with other
thus ending the renegotiation process of the concession con-
electricity distribution companies in the other jurisdictions”.
part of the jurisdiction of the Province of Buenos Aires and the
17. Description of the electricity business by country
151
Similarly, the General Budget for Expenses and Resources of
On 19 September 2019 Edesur signed an Agreement on Tariff
National Administration Law 27.467 for 2019, published also
with the National State where the latter instructs ENRE to,
on December 4, 2018, established in article 124, to instruct
during the six-month period starting on August 1, 2019, main-
the National Executive Authority to “foster those actions
tain in force the tariff tables prior to the beginning of that peri-
needed for the transfer of jurisdiction of electricity distribution
od for all tariff categories, which means that EDESUR will con-
companies Empresa Distribuidora Norte S.A. (Edenor) and
tinue to receive the compensation included therein due from
Empresa Distribuidora Sur S.A. (Edesur) from the Province of
prior recoveries and disputes (ENRE resolution No. 26/19).
Buenos Aires to CABA” from January 1, 2019, and “once this
The difference in the VAD and the difference in seasonal pric-
becomes effective, the National Entity for Electricity Regula-
es, the increase of which was ratified by the Resolution of the
tion (ENRE in its Spanish acronym) created through article 54
Ministry of Renewable Resources and the Electricity Market
of Law 24.065 will keep its functions and faculties in all mat-
No. 26 issued on September 3, 2019, for the period from the
ters not related to the public service of electricity distribution”.
August 1, 2019 to December 31, 2019, will be recovered in 7
monthly installments as of January 1, 2020.
On 1 February 2019, ENRE Resolutions No. 24/2019 and
26/2019 were published in the Official Journal. The first ap-
Edesur also undertakes to maintain service quality and agrees
proved the values in the tariff table effective for the billing
to postpone the payments of any sanctions until March 1,
for meter readings after zero hours on February 1, 2019, ac-
2020 at their original value plus the adjustments correspond-
cording to the increases in the seasonal price of energy and
ing to the time of payment, in 6 monthly installments.
power. The second Resolution defined the new Distribution
Added Value (VAD) values, to be applied as of March 1, 2019,
The Regulatory Decree No. 1289 issued on October 1, 2019
including deferrals and due compensations. The increases as-
by the Province of Buenos Aires and the previous sanctions
signed to March 2019 followed the VAD standardization pro-
and the publication of Law No. 6180, Decree No. 263 and
cess defined by the RTI published in February 2017.
the Supplementary Resolution No. 161 of June 30, 2019 by
As part of the transfer of the public electricity distribution
both Provinces, what was established in the so-called “Fis-
service, on May 9, 2019, the National State, CABA and the
cal Consensus 2018” and Article 124 of Law No. 27.469. The
Province signed an Agreement implementing the transfer, no-
above-mentioned agreements finalize the transfer of the ser-
tifying Edesur of the agreement which the last signed. The
vice by this Company from the National State to the jurisdic-
Agreement states that the Province and CABA jointly hold the
tions of the Province of Buenos Aires and the Autonomous
the Autonomous City of Buenos Aires ratified, on part of
status of the granting authority of the public service provided
City of Buenos Aires.
by the Company, and that the Company will continue to be
governed by its concession contract and by the national legal
On December 10, 2019, Dr. Alberto Fernández took over as
and regulatory regulations as may apply.
the new President of the Republic of Argentina and Dr. Cristi-
na Fernández de Kirchner as Vice-President.
On 2 May 2019, the new tariff table containing the seasonal
price update for the May-July 2019 period was published, es-
On Friday, December 20, 2019, the National Congress ap-
tablished via Resolution No.14 issued on April 29, 2019 by the
proved Law No. 27.541 denominated the Law on SOCIAL
Secretariat of Renewable Resources and Electricity Market.
SOLIDARITY AND PRODUCTIVE REACTIVATION WITHIN
THE PUBLIC EMERGENCY FRAMEWORK declaring a state
On 10 May 2019, Edesur signed an Agreement on the Regu-
of public emergency in economic, financial, fiscal, administra-
larization of Obligations with the Secretariat of Energy, on be-
tive, planning, tariff, energy, health and social matters until De-
half of the National State, according to which any outstanding
cember 31, 2020. The law authorizes the National Executive
reciprocal claims arising from the 2006 - 2017 transition period
Branch in article 5 to maintain the electricity and gas rates of
were terminated. This was the solution to the cross claims for
the federal jurisdiction and to initiate a renegotiation process
the period in question.
of the still valid Comprehensive Tariff Review in an extraordi-
152
Annual Report Enel Américas 2019 e
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nary capacity and for a maximum period of 180 days tend-
ing to a reduction of the current household, commercial and
industrial tariffs for 2020. And authorizes ENRE to intervene
(Article 6) as it will maintain its scope of competence for the
SE Glew expansion from
2x40 MVA to 2x80 MVA
duration of the emergency by suspending the validity of the
This is a modification and an extension of the current Glew
second paragraph of Article 124 of Law No. 27.467 (Article 7).
Substation, from 2x40MVA to 2x80 MVA. where 16 cells of
13.2 KV will be added, finally reaching a 32 MT outputs.
On Friday, December 27, 2019, ENRE, pursuant to Article 7 of
Law No. 27541, instructed Edesur not to modify the current
In 2019, this expansion work was at the final stage and is es-
Tariff Table even though it no longer belongs to federal juris-
timated to be completed and in service during the first half
diction.
of 2020.
In 2019, Edesur delivered electric power to 2,490,449 clients.
It will benefit the following sectors: Almirante Brown, Esteban
Of the total, 88.1% are residential clients, 11.0% commercial,
Echeverría and Presidente Perón.
0.8% industrial and 0.04% others. Energy sales totaled 16,798
GWh, including distribution services (toll) to large users, with
a 5.4% decrease as compared to the previous year. Overall,
48.9% energy was distributed to the residential sector, 43%
to the commercial segment and 8.1% to the industrial sector.
In 2019, the annual mobile loss rate - technical and non-tech-
nical - reached 15.50%, a worse result if compared to the
14.2% recorded in 2018. This result is obtained in a scenario
of a shrinking demand compared to the previous year (-3.17%
2019 vs 2018) and an increase in aggressiveness, related to
energy thefts, confirming the trend of the previous year. This
is also related to the increase in the rate.
Distribution Activities and
Projects
With regards to the 2019 Investment Plan, total investment
for the year was $ 11,018 million Argentine pesos. The most
important projects implemented in 2019 are as follows:
Renovation of Triple 104
Reconquista-Nuevo Puerto
Expansion of the Sarandí substation
with two new MT sections
The Extension of the Sarandí 132/13.2 kV substation consist-
ed of the installation of two new MT cell sections, an internal
service transformer, two 4.8 MVAr capacitor banks at 13.2 kV
to complete the reactive power compensation.
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103/104/105 triple cables repair at
Reconquista substation
New 5-tern AT cable runs were made within the Reconquista
substation and new terminals and splices were assembled.
Brown substation reconstruction
Reconstruction of the full Section III of MT cells was carried
out with the corresponding civil works.
New High Voltage Clients
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Electricity network currently in operation, with 3.7 km of un-
derground 132 KV of 1,200 mm2 cables with XLPE isolation
in simple triple cable between the Reconquista and Nuevo
In 2019, the feeding work at (132 Kv) of the AYSA water treat-
ment plant continued. The plant is in the city of Bernal in the
Puerto substations. This work will improve the operation of
Quilmes district.
the system as faced with cargo transfer needs between the
northern and southern areas of the GBA.
17. Description of the electricity business by country
153
MT/BT Client Assistance
In 2019, 1,453 clients were attended, including new supplies
and power increases, of which 1,411 correspond to T1, T2 and
T3 BT rates and the remaining 42 to T3 MT Clients. Among
the most relevant cases are the following:
• Mugica Educational Center - CABA
• Buenos Aires Arena SA (Movistar Arena) - CABA
•
IVC – Barrio Alvarado - CABA
• Buenos Aires Holocaust Museum - CABA
•
Villa 21-24 / The Triangle - CABA
• Bs. As Underground. - CABA
•
Industrial Parks Parques Industriales S.A. - Florencio Varela
• Central Mail (SBASE Linea E) - CABA
•
Italian Hospital - CABA
• Mc Donalds Villa 31 - CABA
•
Trust Puerto Madero Siete - CABA
• Diserglass S.R.L - Quilmes
• Rexam Argentina S.A. - Almirante Brown
To improve preparedness in case of severe climate events,
the transformers and distribution chambers mitigation plan
continued to water flooding, thus completing the improve-
ments in 25 underground chambers.
The Company also continued working on mechanical rein-
forcements in the medium voltage transmission grid in the
Buenos Aires Province to prevent pylons from falling during
severe storms. The Company replaced 299 wooden pylons
with concrete pylons.
Network technology improvement
In 2019 work continued to Improve the SAIDI rates by install-
ing 565 additional remote-control pieces of equipment at dif-
ferent points along the medium voltage network, with more
than 1,500 installed points to achieve more efficient operation
of the MT network.
Well Cameras
This project consists of installing MT/BT underground Trans-
formation Centers in areas with critical points and where the
use of conventional equipment is difficult. In 2018, 10 new
cameras were installed in CABA in the following neighbor-
hoods: Flores, La Paternal, Liniers, Mataderos, Parque Avella-
neda, San Cristóbal, Villa Devoto and Villa del Parque and one
new camera in Lomas de Zamora.
Underprivileged Neighborhoods
To normalize the connections in all the homes where there
were no installed meters, the Company initiated a mass stan-
dardization plan in many of the underprivileged neighborhoods
and / or settlements.
In 2019, 4,108 homes were normalized involving 32 different
provincial localities. The cases involved previous social aware-
ness programs aimed at explaining the new conditions to-
gether with their social inclusion as clients.
Infrastructure improvement of
MT/BT network
The most important is the neighborhood of Las Marinas in Es-
teban Echeverría where new networks and a Transformation
Center were installed, and 62 new supplies normalized.
To improve service quality, in 2019 Edesur expanded and re-
In the towns of Guernica and Numancia of the Presidente
newed its network by some 317.9 km medium voltage and
Perón brough we have installed 1,006 new supplies.
275.7 41 km low voltage networks. Regarding the transfor-
mation centers, 238 CT were intervened, including new trans-
Together with the Municipality of Lomas de Zamora we
formation centers, electro-mechanical equipment renovation
worked on the first stage of standardization of the “El Tongui”
and installed power increase (including the well cameras as
neighborhood also called “17 de Noviembre” where we initial-
indicated in the prior sections of the document).
ly plan to normalize 321 new supplies.
.
154
Annual Report Enel Américas 2019 Finally, the feasibility analysis of the implementation of the
Prepaid Meter has been started by updating the software of
the Smart Meters equipment, with the implementation of a
Pilot Plan in the Piletones neighborhood planned by 2020.
Network Digitization
In 2019, to improve the quality of service, Edesur completed
the installation of the first smart meters to digitize its net-
work. The pilot project consisted of installing 20,000 meters
within the concession area. The new smart meters include
technology that Enel is using around the world and that has
Managing network maintenance
In 2019, the Company started a project to comprehensively
manage the maintenance of AT/MT and BT through inter-re-
lated actions to reduce network failures. The most important
are failure analyses, the implementation of operational risk
analysis, improvement of the CERTA IT system, monitoring
and analysis of maintenance plans. One of the most import-
ant implemented tools was the use of helicopters equipped
with state-of-the-art technology to take photos/ videos, ther-
mographs and image detection using a laser (LIDAR) to study
AT/MT aerial networks and in BT networks it can carry out
Mobile Mapping (obtaining data such as thermography and
many advantages: the consumption reading is done remote-
photos/ videos).
ly and more precisely; network failures are identified in real
time, therefore repair times are much shorter; and they permit
users to read consumption data constantly, while leading to a
more efficient energy consumption.
Regarding MT and BT networks, changes of PIMT networks
were made and the STM system was incorporated, for more
In 2019, in the High Voltage system, the Company started a
new comprehensive preventive maintenance plan of its fa-
cilities (SSEE) and High Voltage transmission lines. The im-
plementation of this preventive maintenance program in the
High Voltage system was very important, because any failure
of the system might lead to power outages of more than
centralized operations.
100,000 clients.
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The point to point integration of the SCADA-STM-SCADA sys-
tems was finalized and would lead to an improved operation
of the network and the upgrade of the CERTA system, for
claims management and the incorporation of new manage-
ment tools for the BT network, which is driven by service
quality indicators.
The Company started to implement the Enel Group´s e-or-
der system and the new work programming system (PDL) to
manage BT claims and maintenance orders, thus improving
employee management and records of the works.
Electro-dependent user support
In 2019, the new regulatory requirements established that dis-
tribution companies must provide alternative energy sources
(FAE by its Spanish acronym) for every electricity-dependent
user, so that in case of an outage power supply would not
be interrupted in homes of this type of users. The Company
developed a prototype for alternative energy source and the
implementation of technical requirements to initially acquire
150 units. To expand this energy source for a greater num-
ber of electricity-dependent users, the Company launched a
tender process to acquire a further 1,500 FAE units including
their supply, installation, and maintenance.
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17. Description of the electricity business by country
155
Generation
Transmission
Distribution
Enel Distribución Ceará
Central Fortaleza
Cachoeira Dourada
Volta Grande
Enel Distribución Goiás
ENEL CIEN
Transmission Line
2,100 MW
Enel Distribución Rio
Enel Distribución São Paulo
*Non-billable consumptions are not included in distribution business.
1. Energy sales since June 2018, date of consolidation of the company.
156
Annual Report Enel Américas 2019 Río de JaneiroBelénManausSao PauloGoianaBrasiliaTypeHydroNet Installed Capacity 655 MWTypeHydroNet Installed Capacity 380 MW12,186 GWh3,924,10714.0%TypeThermoNet Installed Capacity 319 MW11,089 GWh2,867,31822.5%14,259 GWh3,114,06312.3%43,148 GWh7,328,1499.6%Energy SalesEnergy LossesClientsEnergy SalesEnergy LossesClientsEnergy SalesEnergy LossesClientsEnergy Sales1Energy LossesClientse
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Brazil
Electricity Generation
this acquisition, Enel Brasil increased its hydropower capacity
in Brazil by 40%, adding 380 MW to its portfolio.
The acquisition of this concession was financed in 60% with
debt acquisition and in 40% with own equity. Initially a two-
year bridge loan (2018-2019) was considered, under the Enel
guarantee. In 2019, long-term financing for the asset was
Enel Américas participates in electricity generation through
structured, with the issuing its first bonds totaling $ 800 mil-
Enel Brasil and its subsidiaries Cachoeira Dourada, Volta Grande
lion reais for a 10-year term.
and Enel Generación Fortaleza.
Net generation in 2019 was 1,588 GWh and sales reached
These three power plants, two hydroelectric and one thermal,
1,2,270 GWh.
have 1,354 MW of total net capacity and represent 0.8% of
the Brazilian SIN.
Enel Generación Fortaleza
The Enel Group´s electricity generation business in Brazil
reached 5,292 GWh, or 1% of the country´s total generation
(thermal and hydro), with hydroelectric production representing
79% of the Enel Américas Group´s total generation in Brazil.
Other generators connected to the Brazilian SIN are: Eletrobras,
Cemig, Cesp, Copel, ENGIE, CTG, Iberdrola, CPFL and AES.
Cachoeira Dourada
Fortaleza, located in the Caucaia municipality, 50 km from the
capital of the state of Ceará, is a 319 MW net combined cycle
thermal power plant running on natural gas. It can generate
one third of the electricity required by Ceará, a state with a
population of nearly 9 million inhabitants.
Fortaleza was built in a 70,000 m2 area and is part of the infra-
structure of the Pecém Industrial and Port Complex and is part
of the Thermoelectricity Priority Program (PPT) of the Federal
Government. Fortaleza has a strategic location to boost re-
Cachoeira Dourada, located in the State of Goias, 240 km
gional growth and to facilitate the operation of other indus-
south of Goiânia, is a power plant with ten units with 655 MW
tries. Its main client is the distribution Company Enel Distribu-
of net installed capacity. It is a run-of-the-river power plant and
ción Ceará and its most important supplier is Petrobras.
uses the waters of the Paranaiba River.
Electricity generation in 2019 was 1,128 GWh, while sales
Net generation in 2019 was 2,575 GWh and sales reached
reached 4,742 GWh.
22,890 GWh.
Volta Grande
Land reserved for future
projects
Enel Américas, through its subsidiary Enel Brasil, acquired the
rights to operate for a 30-year period the Volta Grande hydro-
electric power plant, located in the Rio Grande River, between
the Brazilian states of São Paulo and Minas Gerais. The total
cost of the concession was $1,420 million reais (approximate-
ly US$420 million).
Enel Brasil owns 75 hectares in the city of Macaé, the state of
Río de Janeiro, reserved for future projects.
Electricity Transmission
Enel Brasil won the auction for hydroelectric concessions car-
mission and sale in Brazil through the interconnected line be-
ried out by the Brazilian government on September 27, 2017, in
tween Argentina and Brazil, through Enel Cien where it has
The Enel Américas Group also participates in electricity trans-
an open public session at the São Paulo Stock Exchange. The
nearly complete ownership.
management of the plant began on November 11, 2017. With
17. Description of the electricity business by country
157
Enel Cien
Enel Cien is an energy transmission company in Brazil. The
complex consists of two frequency conversion stations, Ga-
rabi I and II Garabi II, converting both ways the frequencies in
Brazil (60 Hertz) and in Argentina (50 Hertz) and transmission
lines. On the Argentinean side, they are managed by two sub-
sidiaries: Compañía de Transmission del Mercosur S.A. (CTM)
and Transportadora de Energía S.A. (TESA). Enel Cien fully
controls the shareholding capital of both companies.
The interconnection system consists of two transmission
lines whose total length Is 1,006 km, and the Garabi Conver-
sion Station, SE STA (Santo Angelo/RS) and SE YTA (Itá/SC).
On April 5, 2011 the decrees, published in the Official Journal
defined the annual value of the Annual Permitted Payment (RAP)
for Enel Cien. With this, the regulator equates Enel Cien (whose
assets consist of the Garabi lines 1 and 2) to the concessionaires
of public service transmission. The total annual RAP is adjusted
annually, and the tariff review processes takes place every four
years. As of April 2011, Enel Cien was officially authorized to re-
ceive payments under this new business model.
Electricity Distribution in Brazil
Enel Américas participates in electricity distribution through
Enel Brasil and its subsidiaries Enel Distribución Río, Enel Dis-
tribución Ceará, Enel Distribución Goiás and Enel Distribución
São Paulo.
In 2019, Enel Distribución Río supplied electricity to 2,867,318
billed clients. Of that number, 92% are residential clients, 5%
are commercial clients and 3% other users.
Energy sales in 2019 reached 11,089 GWh, representing a 1%
increase in relation to 2018. An important part of this figure
is the participation of residential clients, representing 44% of
physical sales, followed by commercial clients with 17% of
sales, industrial clients with 2% and other clients and tolls
representing 37% of sales. Enel Distribución Río emphasizes
its fight against energy theft developing projects that make
use of modern technology and social activities.
However, current energy losses still represent one of Enel
Distribución Río´s main challenges. 2019 closed with energy
losses of 22,5%. Compared with 2018 it was a 1.5 p.p in-
crease mainly due to the upsurge of risk areas and the eco-
nomic downturn in the State of Río de Janeiro.
Additionally, in 2019 Enel Distribución Río also took certain actions
to improve its quality indicators, reducing the SAIDI (time without
energy supply) by 7% in relation to 2018 (13,15h vs 14,10h).
Enel Distribución Ceará
Enel Distribución Ceará is an electricity distribution Company that
operates the State of Ceará, in northeastern Brazil, covering a
148,921 km2 concession area. The Company serves a population
of over 9 million inhabitants.
In 2019, Enel Distribución Ceará supplied energy to 3,924,107
billed clients. Of the total, 79% are residential clients, 5% com-
Enel Américas directly and indirectly has 99.7%, 74.1%,
99.9% and 95.88% shareholding of these companies, respec-
mercial clients and 17% other users.
tively.
In Brazil, the main distribution companies in the electricity
Energy sales in 2098 reached 12,186 GWh, increasing by 2.9% in
relation to the previous year. Residential clients represented 38%,
commercial clients 15%, followed by tolls and other clients with
system are: CPFL, Cemig, Light, Coelba and Copel.
47%.
Enel Distribución Río
Enel Distribución Goiás
Enel Distribución Río (former Ampla) is an electricity distri-
bution Company with operations in 73% of the territory of
the Río de Janeiro State, equivalent to a 32,188-km2 area. The
population Inhabiting the area is approximately 8 million peo-
ple distributed in 66 municipalities. The biggest are Niteroi,
São Gonçalo, Petrópolis, Campos and Cabo Frío.
Enel Américas, through its subsidiary Enel Brasil, acquired
94.8% of Enel Distribución Goiás (former Celg) shareholding
capital, a distribution company operating in the Brazilian State
of Goiás. The investment was $ 2,187 million reais (approxi-
mately US$ 640 million).
158
Annual Report Enel Américas 2019 In November 2016 Enel Brasil won a public tender for the
Energy sales in 2019 totaled 43,148 GWh, a 1% increase in
privatization of Celg, carried out by the Brazilian government
comparison with 2018. The residential, commercial, and rural
through Banco Nacional de Desarrollo BNDES, and took over
types of clients grew by 0.9%, 3.3% and 3.2% respectively
the asset on February 14, 2017. In May 2017, Enel Brasil ac-
while the Industrial and public sectors decreased by 3.4% and
quired an additional 5% of Celg (currently Enel Distribución
2.8% respectively.
Goiás) for $ 81.7 million reais. Additionally, Enel Brasil carried
out a capital increase in Enel Distribución Goiás for $1,600
Enel Distribución São Paulo also took certain actions to im-
million reais. By the end of 2017, Enel Brasil´s shareholding in
prove quality indicators and in 2019 recorded a 10% decrease
Enel Distribución Goiás reached 99.93%.
in the SAIDI (time without electricity) compared to 2018 (38 6
The Enel Distribución Goiás acquisition was completely fi-
outages) recorded a 16% reduction (3.71 vs 4.39) compared
minutes vs 431 minutes), while the SAIFI (frequency of power
nanced with the cash from the capital increase of Enel Améri-
to 2018.
cas, which was approved by the end of 2012.
The Company, located in the central western area of Brazil, has
plify and optimize its corporate structure, in particular (i) Enel
a concession area covering approximately 337 thousand km2
Distribución São Paulo ‘s reverse merger with Enel Brasil In-
and serves a population of more than 6 million inhabitants.
vestimentos Sudeste, completed in November; (ii) Public Of-
fer for Share Acquisition and Conversion of Registration, with
In 2019, the Company Implemented some measures to sim-
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Energy sales reached 14,259 GWh in 2019 increasing by 3.7%
the subsequent listing in the stock exchange. As a result, Enel
as compared to 2018. The distribution of clients is as follows:
Brasil ended 2019 with a full control of Enel Distribución São
86% residential clients, 7% commercial clients and 7% oth-
Paulo and the Enel Group became the company’s sole share-
ers.
holder.
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In 2019, Enel Distribución Goiás supplied energy services to
3,114,063 billed clients. The classification by type of clients
shows that 86% are residential, 7% are commercial, and oth-
Distribution Activities and
Projects
er clients represent 7%.
Additionally, Enel Distribución Goiás took certain actions to
improve quality indicators and in 2019 reduced SAIDI (time
without energy supply) by 11% in relation to 2018 (11,32x vs
15,02x).
Enel Distribución São Paulo
Energy efficiency
Energy efficiency projects involve actions that promote con-
scious energy consumption, changes of equipment (refrigera-
tors, freezers, lamps) and electrical wiring, with an important
impact on energy consumption and home energy efficiency
improvement. In 2019, 894,752 people in Enel Distribución
Río, Enel Distribución Ceará, Enel Distribución Goiás, and
Enel Distribución São Paulo is the largest electricity distribu-
recently, Enel Distribución São Paulo, benefited from the
tion company in Brazil in terms of energy sales, and operates
change of equipment in 136 implemented initiatives. 788,639
in 24 cities in the Metropolitan Region of São Paulo including
lamps and 14,942 refrigerators were changed in the initiative
the capital, Brazil´s main economic and financial center.
and in others. Some 266,892 consumers benefited from the
Its concession area covers 4,526km2 and concentrates the
conferences and workshops, 71,211 via community agents
educational projects for conscious consumption (108,302 via
country´s largest domestic GDP and the highest demographic
and 87,369 via school program).
density, 1,616 consumer units per km2 with 18 million people,
equivalent to 9% of the total energy consumed in the country.
The projects are supported by touring trucks equipped with
In 2019, Enel Distribución São Paulo supplied energy services
distribution processes, consumption simulators and interac-
to 7.3 million billed clients. Of the total, 94% are residential
tive totems with fun units for all ages. As it is a mobile project
clients, 6% are commercial clients, and 1% other users.
it guarantees access to information for residents and students
explanatory models of energy generation, transmission and
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17. Description of the electricity business by country
159
in areas located far from metropolitan sectors. The program’s
results in 2019 were 46,813 (MWh/year) of energy saved and
8, 812 (kW) of avoided demand. This energy saving is enough
to supply 26 thousand residences per year, with an average
consumption of 150kWh per residence.
In 2019, Enel Brasil´s energy efficiency program concentrated
its initiatives in the regions with greater impact on commercial
losses (electricity theft), promoting responsible energy con-
sumption initiatives among the population, especially among
low-income consumers. The resources invested by distribu-
tion companies are regulated and are equivalent to 0.4% of
the companies’ net operational revenues.
Enel X Projects in Brazil
Claro Photovoltaic project
Enel X built Pernambuco’s largest Claro photovoltaic plant. The
project included the installation of 15,330 panels that will sup-
ply clean energy, avoiding 1,203 tons of CO2 per year.
The project was implemented through a Power Purchase
Agreement (PPA) business model. Work on the project was
completed in October 2019, but the plant will be energized
during the first months of 2020, due to some relevant proce-
dures with the local distributor (CELPE).
Generation
Transmission
Distribution
Codensa
Barranquilla
Medellín
Bogotá
Cali
Neiva
Laguneta
Termozipa
Cartagena
El Paraíso
Limonar
Tequendama
El Salto II
Darío Valencia
Charquito
La Guaca
Betania
El Quimbo
El Guavio
160
*Non-billable consumptions are not included in distribution business.
Annual Report Enel Américas 2019 TypeThermoNet Installed Capacity 225 MWTypeHydroNet Installed Capacity 18 MWTypeThermoNet Installed Capacity 184 MWTypeHydroNet Installed Capacity 276 MWTypeHydroNet Installed Capacity 150 MWTypeHydroNet Installed Capacity 18 MWTypeHydroNet Installed Capacity 57 MWTypeHydroNet Installed Capacity 35 MWTypeHydroNet Installed Capacity 19 MWTypeHydroNet Installed Capacity 324 MWTypeHydroNet Installed Capacity 540 MWTypeHydroNet Installed Capacity 1,260 MW14,307 GWh3,526,7767.7%TypeHydroNet Installed Capacity 400 MWEnergy SalesEnergy LossesClientsGeneration
Transmission
Distribution
Codensa
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Barranquilla
Medellín
Bogotá
Cali
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Laguneta
Termozipa
Cartagena
El Paraíso
Limonar
Tequendama
El Salto II
Darío Valencia
Charquito
La Guaca
Betania
El Quimbo
El Guavio
*Non-billable consumptions are not included in distribution business.
17. Description of the electricity business by country
161
TypeThermoNet Installed Capacity 225 MWTypeHydroNet Installed Capacity 18 MWTypeThermoNet Installed Capacity 184 MWTypeHydroNet Installed Capacity 276 MWTypeHydroNet Installed Capacity 150 MWTypeHydroNet Installed Capacity 18 MWTypeHydroNet Installed Capacity 57 MWTypeHydroNet Installed Capacity 35 MWTypeHydroNet Installed Capacity 19 MWTypeHydroNet Installed Capacity 324 MWTypeHydroNet Installed Capacity 540 MWTypeHydroNet Installed Capacity 1,260 MW14,307 GWh3,526,7767.7%TypeHydroNet Installed Capacity 400 MWEnergy SalesEnergy LossesClients
Colombia
Electricity Generation
because of the effect of the “El Niño Débil” (Weak El Niño)
phenomenon in the 2018-2019 period that seriously reduced
rainfall in Colombia. In the second quarter, contributions were
at a surplus, with no impact on weak ENSO conditions. During
the second half, there was a deficit in contributions due to
low rainfall during the country´s rainy season, especially in the
Antioquia region, mainly because of atmospheric phenomena
Enel Américas participates in electricity generation through its
that inhibited precipitations such as the subsiding phase of
subsidiary Emgesa, where it controls, directly and indirectly,
the intra-seasonal MJO (Madden Julian Oscillation).
48.5% of its shareholding (economic participation) and 56.7%
of political participation. In 2019, Enel Américas´s electricity
Hydrological contributions accumulated in 2019 in the Bogotá
generation in Colombia reached 21.7 % of the country´s to-
and the Guavio River basins were slightly above historical av-
tal generation. Other generators connected to the Colombian
erage, Quimbo basin was normal and the Betania River basin
electricity system are: Empresa Pública de Medellín, Isagen,
showed a deficit in hydro contribution.
Gecelca, Celsia and Chivor.
Emgesa
On September 1, 2007, the Colombian companies Emgesa
S.A. E.S.P. and the Central Hidroeléctrica de Betania S.A. E.S.P.
completed a merger with the latter being the absorbing com-
pany with a subsequent change of name to Emgesa S.A. E.S.P.
Emgesa is the largest electricity generation company in Colom-
bia given its net installed capacity and generation.
Effective maintenance
management of generation
power plants and production
management milestones in
2019
In 2019 net energy generation of Emgesa reached 15,250
It is made up by 17 power plants with 3,506 MW of total in-
GWh, showing an 8.5% increase as compared to 2018, main-
stalled capacity, among which the most important is El Guavio
ly due to a higher hydro generation considering the increased
with 1,260 MW of installed capacity, and it is also the largest
hydrologic contribution of the Bogotá River in relation to
hydroelectric power plant in the country. Of the 17 existing
historical average and increased thermal generation due to
plants, 15 are hydroelectric and 2 are thermal. Net generation
the system´s higher requirement from the plants which po-
was 15,250 GWh in 2019. Hydro generation reached 14,620
sitioned Enel Emgesa as the first generator in the country
GWh and thermal generation was 630 GWh.
with 21.7% of total generated energy. At the same time, this
Hydrology Context for
Emgesa in 2019
year the historical record generation month was exceeded in
two of the hydraulic power plants: Guavio with 849.2 GWh/
month-July and El Quimbo 273.2 GWh/month-August. In addi-
tion, the annual generation record in El Quimbo was achieved
since it began to operate commercially (2,231 GWh/year).
The ENSO (acronym for El Niño Southern Oscillation) condi-
tions in the Central Pacific were typical of a weak El Niño ep-
The availability of Emgesa’s generation park in 2019 was 90.3
isode, which, according to publications of the Institute of Hy-
%, a 0.9% decrease in relation to 2018, due to the Imple-
drology, Meteorology and Environmental Studies-IDEAM and
mentation of the life extension project and environmental Im-
international agencies, began in September 2018 and ended
provements in the Termozipa Plant.
in June 2019.
During the first quarter of 2019 at a national level (SIN) the con-
registered in 2019, 7,990 fewer than in 2018. The use factor
tributions of the main rivers were at a deficit in the dry season
reached 50% as compared to 46% for the year before.
A total of 177,461 service hours of the generation units were
162
Annual Report Enel Américas 2019 e
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Generation activities and
projects
Land reserved for future
projects
Improvements in the Termozipa
Thermal Power Plant
Termozipa, located 40 km from Bogotá, is a thermal power
plant owned by Emgesa. This power plant has four units and
its total installed capacity is 235 MW. It is fired by coal from
the coalmines located nearby. Among other things, the im-
provements project in the plant includes, among others, inter-
vention of boilers, turbines, generators and water intake. This
will permit to increase the plant´s useful life by an additional
15 years or 100,000 hours of operation.
In 2019, scheduled maintenance stops took place to install
new burners with ultra-low NOx emissions, a change of the
main boiler banks in units 3 and 4, compliance with legal emis-
sion tests for Units 4 and 5 with satisfactory results following
the interventions of the Life Extension project and BEPP (best
environmental practices). Furthermore, 2019 also saw the be-
ginning of the installation of the first Energy Storage System
(BESS) in Colombia.
Improvements in the Betania
Hydroelectric Power Plant
Betania is a hydraulic plant located 30 km south of Neiva with
a net installed capacity of 540 MW. In 2019, the largest in-
tervention in its 32 years of commercial operation was car-
ried out in Unit 2 which included changing the stator winding,
modernizing the speed and voltage regulators, recovering
profiles in impellers, installing a flow measurement system,
among others. With a programmed break that lasted 95 days,
more than 170 people involved, 69,000 man hours worked, an
investment of $12 billion Colombian pesos, all the goals were
reached - the schedule was met, and also the cost and the
scope but most importantly, the work was carried out with
zero accidents.
Enel Américas has no land reserved for future projects in Co-
lombia.
Electricity Distribution
Enel-Codensa
Codensa is Enel Américas´ electricity distribution and sale
company in Colombia, serving the Bogotá and Cundinamarca
markets as well as the thirteen districts of the neighboring
departments of Meta, Tolima and Boyacá.
By the end of 2019, the Company served more than 3.5 million
clients due to the urban dynamics and densification that is char-
acteristic of the Cundimarca department and the city of Bogotá.
In 2019 Enel Codensa carried out important infrastructure proj-
ects centered on current and future demand, service quality
and reliability improvements and obtained important mile-
stones in development. One of the most important results
was the improvement in the average interruption frequency of
our clients’ service which was 6.83 (*) times in SAIFI ( SAIFI
- System Average Interruption Frequency Index-) and a de-
crease in the duration of interruptions of 664 (*) min In SAIDI (
SAIDI -System Average Interruption Duration Index-) pursuant
to the approved calculation methodology of the Enel Group.
The activities and projects focused on:
• Projects to improve service quality.
•
Telecontrol of the Network
• Reposition, normalization and repowering of high and
medium voltage infrastructure (substations and lines)
• Expansion of installed capacity in power substations and
MT networks
• Connections to the national transmission system and
network extension
• Coverage expansion for rural areas
•
Improvement of energy losses control
• Massive connection of clients and generators
• Smart measurement
• Network digitization
17. Description of the electricity business by country
163
The results described above, showcase Enel-Codensa´s vision
from previous months) was 130 GWh year, representing a
of how to manage the networks to achieve world-class stan-
41% improvement as compared to the 2018 result.
dards in terms of service quality, higher demand, coverage
and public lighting systems under scenarios of higher invest-
As a network operator, Enel-Codensa distributes power to
ments and operations, also implementing actions related to
both the Company´s clients and to clients of other companies;
our networks, thus obtaining satisfactory results in the above
this energy, plus the energy that is lost in the distribution sys-
mentioned aspects for all our clients.
tem, makes up the energy demand of Enel-Codensa Network
Thanks to the technical inspection plan and the management
Operator (OR).
of actions to reduce energy losses, a 7.67% loss rate was
As of December 31, 2019, the Enel-Codensa OR demand was
achieved in 2019, reducing non-technical losses by -10 GWh
15,200 GWh-year with a 2.27% annual increase representing
compared to December 2018. Total energy recovery (increase
an improvement on the 2018 closing rate (1.17%). The figure
in post-technical inspection turnover and recovered energy
shows the development of demand as a network operator
over the past three years.
Codensa OR demand (GWh-year)
2017
2018
2019
14,690
14,862
15,200
The breakdown of OR demand is shown in the following chart, in which the market segment of clients commercial-
ized by Enel-Codensa had an increase of 0.66%, while the segment of other traders increased by 5,92%
OR demand breakdown (GWh-year)
Codensa trader
Other traders
10,370
4,830
Regarding advanced measurement, 87,083 meters were in-
in construction projects and for the first small-scale self-gen-
stalled in Bogotá and in some of the Cundinamarca and Toli-
eration clients, AGPE.
ma municipalities, of which 84,910 are with clients and 2,173
as macro meters in distribution transformers. Furthermore.
During the first quarter of 2019, the advanced measurement
advanced measurement was improved as a complementary
management system was upgraded to ePlus SMM, which
technology for the control of energy losses, with the instal-
streamlined the process of activating meters and commercial
lation of 1,838 meters in neighborhoods with high levels of
operations, achieving remote billing of more than 50,000 cli-
energy loss and in areas of difficult periodic access such as
ents during the month of November and more than 4,300 sus-
Hacienda los Molinos and El Peñón; facilities were also built
pension and remote reconnection operations during the year.
164
Annual Report Enel Américas 2019
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As part of the lighting and street lighting plan for 2019, con-
tinuing Bogotá´s illumination system modernization project,
more than 75,000 LED lights were installed of a total accu-
mulated 144,000 LED lights in the city. Additional 4,318 lights
Artistic Christmas Lighting Project
in Bogotá and Ibagué, Colombia
were installed in Bogotá’s public lighting system.
The city of Bogotá, Colombia once again chose our energy
to illuminate its streets and create a magical atmosphere
Enel-Codensa continued the so-called Metro Program where
during the Christmas season. Thanks to the collaboration of
three fundamental projects are grouped together to guaran-
Enel-Codensa and the Bogotá Mayor´s Office, our Company
tee the start of construction works and the supply of energy
renewed its commitment to illuminating the festive season
for the first Metro line in the Colombian capital. In 2019, the
in the Colombian capital. Working with a team of more than
Company´s tendering and contracting department shall carry
450 people, we designed an efficient and low-energy lighting
out the early transfer of networks while in the energy supply
project for “The Christmas Route”, a project organized by the
project the structuring was completed and the process of ob-
Mayor of Bogotá with Enel – Codensa since 2005, which per-
taining the relevant permits and property management was
mitted us to illuminate almost 12 km of streets and a 150,000
initiated.
m2 area including plazas and parks. “Christmas closer to the
stars” was this year´s motto and it also included ornamenting
Furthermore, Enel-Codensa started the planning phase of the
the El Tunal city Christmas tree in a park. The tree was 56 me-
works necessary to clear the Western Tramway corridor trans-
ters high and was ornamented by some 160,000 LED bulbs
ferring and removing networks and assets that might interfere
which connected two trees with the same technology, each
with the infrastructure layout of the Regiotram Project that will
15 meters high, joined by light curtains.
be carried out by the Cundinamarca Department Governorate.
Enel-Codensa reiterates its commitment and willingness to
of Ibagué, where we contributed to illuminating 18 sectors
continue contributing to the construction of the vision of the
working with a team of more than 50 people. The project illu-
region and the city facing the challenges that in the short and
minated parks, avenues and shopping malls and included the
medium term impose the needs of the Department of Cundi-
construction of an interactive snow ramp 25-m long. More
namarca and the city of Bogotá.
than 500 thousand inhabitants and visitors were able to enjoy
Christmas was magical not only in Bogotá, but also in the city
the illuminated metropolis.
Enel X projects in Colombia
Comestibles Italo PV Project
Comestibles Italo signed an agreement with Enel X to install
1,080 photovoltaic panels on the roofs of their factory, in an
industrial area of Bogotá. It will be the largest solar installation
in the city, with a 490 MWh per year of generated energy and
will cover 13% of the company’s electricity demand.
In a second phase, the facility will install 2,500 more panels,
which will allow the company to generate a surplus of elec-
tricity in relation to its demand permitting it to sell to the sur-
plus to the national grid. Thanks to the energy savings and tax
incentives offered under Colombian law, the company esti-
mates it will achieve the return on investment in just 10 years.
LED Public Lighting Modernization
in Bogotá
Among the main projects developed in the city, the following
are the most Important:
Bogotá Localities:
As part of the public Illumination system Improvement or-
dered by the Mayor of Bogotá, UAESP and Enel – Codensa
installed more than 74,000 lights in the towns of Bosa, Usme,
Fontibon, Puente Aranda, Engativa and Usaquen.
17. Description of the electricity business by country
165
Main Bogotá Motorways:
As part of the modernization through the use of LED public
lighting technology, the project of the Bogota Mayor, ran by
Enel-Codensa in coordination with UAESP, the North Highway,
Avenida NQS and Calle 13 were intervened with the installa-
tion of more than 3,000 lights. The avenues now have a new
public lighting system with LED technology and have better il-
lumination offering visual comfort, road safety for citizens and
renovated lighting along these roads.
Public Lighting Management in
Cundinamarca Municipalities
Two contracts were signed to manage, modernize, operate
and maintain the public lighting systems in the municipalities
of El Colegio (2,130 LED lights) and Lenguazaque (500 LED
lights) providing continuity of the Company´s involvement
with these municipalities and the maintenance and genera-
tion of new revenues through modernizing LED systems, im-
proving the lighting conditions in the area and the quality of
life for Its inhabitants.
Incorporation of the sewage
business model into the Enel
X product portfolio
In Colombia, sewage services are charged through anoth-
er public service and in the Enel Codensa concession area
this service was historically collected via the aqueduct ser-
vice. However, since 2018, Codensa began to approach some
government-approved operators to incorporate the sewage
service invoicing into the energy bill, thus managing to in-
corporate It into the Enel X portfolio in 2019, implementing a
joint billing service with the sewage service via two operators
in the city of Bogotá and one in Cundinamarca. More than
960,000 clients are currently billed under this system and
their payments collected through our Enel Codensa invoice,
which contributed in EUR 1 million to the 2019 revenue and
EUR 3 million are expected in 2020 thanks to the incorpora-
tion of a new operator in September.
166
Generation
Transmission
Distribution
Enel Distribución Perú
Edelnor
Cuzco
Arequipa
Chiclayo
Trujillo
Lima
Malacas
Moyopampa
Callahuanca
Huinco
Matucana
Huampani
Santa Rosa
Ventanilla
Yanango
Chimay
*Non-billable consumptions are not included in distribution business.
Annual Report Enel Américas 2019 8,211 GWh1,433,6388.2%Energy SalesEnergy LossesClientsTypeHydroNet Installed Capacity 69 MWTypeThermoNet Installed Capacity 336 MWTypeHydroNet Installed Capacity 83 MWTypeHydroNet Installed Capacity 276 MWTypeHydroNet Installed Capacity 133 MWTypeHydroNet Installed Capacity 31 MWTypeThermoNet Installed Capacity 400 MWTypeThermoNet Installed Capacity 460 MWTypeHydroNet Installed Capacity 42 MWTypeHydroNet Installed Capacity 151 MWe
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Generation
Transmission
Distribution
Enel Distribución Perú
Edelnor
Cuzco
Arequipa
Chiclayo
Trujillo
Lima
Malacas
Moyopampa
Callahuanca
Huinco
Matucana
Huampani
Santa Rosa
Ventanilla
Yanango
Chimay
*Non-billable consumptions are not included in distribution business.
17. Description of the electricity business by country
167
8,211 GWh1,433,6388.2%Energy SalesEnergy LossesClientsTypeHydroNet Installed Capacity 69 MWTypeThermoNet Installed Capacity 336 MWTypeHydroNet Installed Capacity 83 MWTypeHydroNet Installed Capacity 276 MWTypeHydroNet Installed Capacity 133 MWTypeHydroNet Installed Capacity 31 MWTypeThermoNet Installed Capacity 400 MWTypeThermoNet Installed Capacity 460 MWTypeHydroNet Installed Capacity 42 MWTypeHydroNet Installed Capacity 151 MW
Peru
Electricity Generation
The Company owns seven hydroelectric power plants, five in
Lima and two in Junín. Callahuanca hydro power plant has been
under reconstruction and out of service since June 15, 2017 be-
cause of the damage caused by flooding that occurred in March
of that year caused by the “El Niño Costero” phenomenon.
The hydroelectric power plants in Lima are located in the Rí-
Enel Américas S.A., through Enel Perú S.A.C. holds 83.60%
mac River basin. The Huinco Power Plant is located in the Santa
of Enel Generación Perú´s shareholding and 96.50% of Enel
Eulalia River basin, a tributary of the Rímac River. Its installed
Generación Piura, also through Enel Perú S.A.C., of which it is
capacity is 277.9 MW and the Matucana Power Plant is located
the owner of 100% of its shareholding capital.
in the Rímac River basin, with capacity of 137 MW. A large part
Other generators connected to the electrical system in Peru
town of Barba Blanca, where the Callahuanca Power Plant is
are: Electroperú, Engie Energía Peru and Kallpa Generación.
located, with an 84 MW capacity. The Moyopampa (68.7 MW)
of these rivers Is diverted through tunnels and channels to the
Enel Perú S.A.C.
Enel Perú S.A.C. is a company incorporated in Peru, whose
corporate purpose is to make investments in other compa-
nies, mainly in those dedicated to the exploitation of natural
resources and, especially, those related to electricity genera-
tion, production and sale; develop engineering projects for the
construction of power plants; activities related to the supply,
assembly and commissioning of equipment, facilities and / or
services for electricity production. Additionally, any other ac-
tivity related to the energy and water sectors.
Enel Generación Perú S.A.A.
and Huampaní (30.7 MW) power plants are located down-
stream. The total capacity of these six power plants is 593 MW.
The Callahuanca Hydraulic Power Plant re-entered the system
on March 30, 2019, after about 2 years of reconstruction, re-
habilitation and testing, because of the damage caused by
“huaycos” or the rain effect related to the “El Niño Costero”
phenomenon that took place in the month of March 2017.
The Company also owns 21 lagoons with 282,35 hm3 capacity
which permits it to regulate the energy generation flow and to
supply water to the city of Lima.
The two hydroelectric power plants are in the department of
Junín: Yanango with 42.4 MW, on the Tarma River; and Chimay,
with 151.3 MW installed capacity, on the Tulumayo River. Their
Enel Generación Perú S.A.A, is one of the main private electric-
total installed capacity is 193.7 MW. These two power plants
ity generation companies in Peru which operates through eight
are part of the Chinango subsidiary.
power plants, both thermoelectric and hydroelectric, located in
the departments of Lima and Junín.
Enel Generación Perú also owns three thermal power plants
with installed capacity of 224.3 MW, 187.8 MW and 469.4 MW,
The Company´s net installed capacity is 1,652 MW, (13% of the
respectively. The first one, Santa Rosa is located in the Cercado
total of the National Interconnected Electric System – herein-
de Lima, and is comprised by UTI units with 104.3 MW, TG7
after “SEIN”) where 47% corresponds to hydraulic generation
of 120 MW and Santa Rosa 2, also located in the Cercado de
and 53% to thermal generation, considering the Yanango (43
Lima and is made up by a TG8 unit with 187.8 MW. Ventanilla,
MW) and the Chimay (155 MW) plants, which since May 31,
the third power plant is in the Callao province, and consists of
2009 were divided to become part of Chinango S.A.C.
three combined cycle generation units. The Ventanilla thermal
Enel Generación Perú’s shareholding as of December 31, 2019
and is currently one of the six combined cycles in the system.
is as follows: 83.60% corresponds to Enel Perú S.A.C. (wholly
owned by Enel Américas), Prima AFP S.A. owns 5.92% of the
Our thermal power plants use natural gas from the Camisea de-
company´s shareholding and other shareholders hold the re-
posits as their first fuel option and main fuel, and the alternative
maining 10.48%.
fuel is diesel oil.
power plant was the first combined cycle installed in the SEIN
168
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In May 2019, new natural gas supply contracts were signed
in “natural gas mode”, in addition to its diesel fuel operation.
between the Ventanilla and Santa Rosa thermal power plants
Currently, it has an effective power of 127.78 MW.
with Camisea, following a negotiation with the Pluspetrol con-
sortium that began at the end of 2018. The duration of the new
Enel Generación Piura´s generation reached 658 GWh in
contracts is for a 10-year period and they were renewed after 15
20198, representing a 9.2% improvement as compared to the
years of continuous operation (2004-2019).
previous year. Energy sales totaled 658 GWh in December
2019, a 9.2% increase in relation to the same period of the
Total generation of Enel Generación Perú reached 7,586 GWh in
previous year.
2019, 1.1% more than the previous year. Energy sales totaled
10,541 GWh as of December 2019, representing a 5.5 % in-
crease as compared to the year before.
Enel Generación Piura S.A.
Generation Activities and
Projects
Enel Generación Piura carries out activities related to electri-
cal energy generation and sale and maintains its participation
in the natural gas business.
Activities and projects in
hydroelectric plants
The power plant is in the city of Talara, in northeastern Peru,
and the administrative area is in Lima. Its operations are car-
ried out within the concession area. The current legislation
permits the company to carry out any civil, industrial, com-
mercial activities and of any other nature related or that lead
to the main corporate purpose.
As of December 31, 2019, the Enel Generación Piura share-
holding was as follows: 96.50% controlled by Enel Perú S.A.C.
(Company wholly owned by Enel Américas) and other share-
holders own the remaining 3.5%.
Enel Generación Piura has three open cycle thermoelectric
generation plants, located in the Talara province, Piura depart-
ment, northern Peru.
The first one, Malacas, consists of a Siemens brand genera-
tion unit, SGT-800 model called TG6 whose effective power is
50.77 MW. This unit began its operating on February 25, 2017.
Malacas 2 consists of an ABB-brand generation unit, called
TGN-4 whose effective power is 105.38 MW. That unit began
operating in February 1998.
Finally, Malacas 3 consists of a Siemens-branded generation
unit, called TG-5, operating on B5 diesel fuel in an open cycle
as a Cold Reserve. On 4 July 2018, a new effective power of
187.46 MW of the unit was approved for diesel mode oper-
ation. Since August 2017, Coes Sinac approved its operation
Reconstruction of Callahuanca
After more than two years of continuous activities, in which
the technical criterion for the early recovery of the plant pre-
vailed, we successfully concluded the reconstruction of the
Callahuanca Hydroelectric Power Plant (83.3 MW), after its in-
frastructure was damaged by the “El Niño Costero” phenom-
enon in 2017. The company Invested more than 146 million
soles and managed to complete the activities with zero on
site accidents. The plant, located in the Huarochirí province,
was built in 1938 and produces about 600 GWh of clean ener-
gy per year, equivalent to the consumption of 450,000 homes.
Automation and telecontrol
In line with our digitization strategy, we have taken on the
challenge of automating our hydropower plants, whose aver-
age age is 50 years. The evaluation of the economic, technical,
and operational feasibility of this project has been carried out
in recent years with the overall support of the Enel Group, and
has considered the risks we face, the benefits for our compa-
ny and general operational synergies.
The automation and telecontrol project consists of three
phases: (i) constructing and implementing a new control cen-
ter located in the Moyopampa Hydroelectric Power Plant, from
where the operation of our hydroelectric plants will be con-
trolled, (ii) the automation of four hydroelectric plants (Huinco,
17. Description of the electricity business by country
169
Matucana, Moyopampa and Huampaní); and (iii) developing
which lasted approximately 30 continuous days and the par-
the appropriate connectivity of our hydroelectric plants with
ticipation of local and foreign companies, we extended the
the control center.
life of our generation unit by 25,000 hours and managed to
improve its reliability. This major maintenance was completed
In 2019, we completed the implementation of the control cen-
successfully and with zero on site accidents. With the partici-
ter, and the connectivity of automated power plants (Chimay,
pation of the Enel Group´s local and global areas we complied
Yanango and Callahuanca). At the end of 2019, the Company
with the safety and quality standards according to the estab-
made an investment of 19 million soles and we hope to com-
lished work plan.
plete the project in 2021.
Activities and projects in
thermoelectric plants
Construction of the first Energy
Storage System (BESS) in the
Ventanilla Thermal Power Plant
In 2019, we started the construction of a battery-based energy
storage system known as “Battery Energy Storage System”
(BESS), which permits to perform the primary frequency reg-
ulation (complementary service to keep energy under qual-
ity standards required by the electrical system). This project
seeks to explore new technologies in the complementary ser-
vices market and will make us the first company to implement
this type of state-of-the-art technological solutions in the Peru-
vian electrical system.
The system consists of eight Lithium-Ion battery banks, spe-
cially designed to provide a total capacity of 14.6 MW, and
its estimated investment is 29 million soles. It is considered
one of the most representative projects of the Enel Group’s
portfolio in Peru today.
Change of combustor to Dry Low
NOx (DLN) technology in TG4
Our commitment to reducing gas emissions and reducing wa-
ter usage in energy generation led us to exploring sustainable
initiatives to combat greenhouse gas emissions. In 2019, we
started a project aimed at changing our combustion chamber
in unit TG4, which currently uses a water injection system for
the reduction of emissions, for another using the so-called Dry
Low NOx (DLN) technology. This technology does not use wa-
ter and involves replacing the main burner and its auxiliary com-
ponents. These changes will lead to lower emission levels of
around 15-25 NOx in baseload generation, representing one of
the lowest levels obtained by current technologies which is in
line with Enel’s global policy to promote compliance with global
legal standards, as well as the use of cutting-edge technologies
to exceed the levels required in different countries.
This project will also significantly reduce water consumption in
power generation. Currently, the TG4 uses demineralized water
to control emissions, a consumption that will be reduced to
zero once the new combustor is installed.
In addition to this project, a Fogging System will be installed in
the air intake system, which will allow to recover active power
This energy storage system will be the first of this type to be
in the same unit.
implemented in the Peruvian electrical system.
Mayor maintenance in the
Ventanilla Thermal Power Plant
We hope to conclude the project in 2022 with a total invest-
ment of 29 million soles, which is part of the Company´s short-
term high-impact initiatives portfolio and will directly benefit the
neighboring communities of Malacas and Talara.
With an investment of more than 13 million soles the Compa-
ny completed the 125,000-hours maintenance of the TG3 unit
in the Ventanilla Thermal Power Plant. It was the fifth largest
maintenance service carried out during the life of the unit. It
Land reserved for future
projects
included changing critical turbine parts, as well as inspecting
burners and the electric generator. With this maintenance,
Enel Américas has no land reserved for future projects in Peru.
170
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Electricity
Distribution
Enel Américas S.A. through Enel Perú S.A.C. has an 83.15%
shareholding of Enel Distribución Perú.
Other distributors participating in the electrical system in Peru
are: Luz del Sur, Electrosur, and Grupo Distriluz.
Enel Distribución Perú S.A.A.
Enel Distribución Perú is the concessionaire of the public
electricity utility in the northern area of Metropolitan Lima. Its
concession area covers about 1,550 km2, extending over the
northern area of Metropolitan Lima, the constitutional prov-
ince of Callao and the provinces of Huaura, Huaral, Barranca
and Oyón, covering exclusively 52 districts of the above-men-
tioned provinces and another 5 in shared with the distribution
Company of the south area.
In 2019, our client base grew by 0.8% as compared to 2018,
reaching 1,433,638 clients. The distributed energy, including
tolls for 2019 totaled 8,211 GWh, 2.1% higher than the pre-
vious year.
Activities and projects in dis-
tribution
At the Enel Group, we constantly strive to improve our pro-
cesses and operations through digitization and technological
innovations.
In 2019 , the second phase of the LIDAR (Light Imaging, De-
tection, and Ranging) network was digitized permitting us to
simulate an image of our medium and low voltage networks,
and facilitate the identification of support poles of third-party
communication networks and home issues, avoiding potential
risks in the networks.
Taking advantage of the knowledge transfer available thanks
to the fact that we belong to a multinational group, we have
locally developed digital tools that improve the security and
efficiency of our processes, such as Smart Detect and SEDs
360 degrees.
Enel X projects in Peru
ON Energy Storage Project
In May 2019, Enel X Peru signed the Memorandum of Un-
derstanding (MoU) with ON Energy, a company dedicated to
designing, implementing, operating and maintaining battery
systems with operations in several countries around the con-
tinent. The document lays the foundations for cooperation for
the development of energy storage solutions in Peru, combin-
ing operational capacity and localized experience. It is the first
step in implementing such large-scale projects with a great
potential for the entire region. This MoU gives Enel X Peru the
opportunity to position itself as an early leader in the Peruvian
market. The Peruvian market requires this type of service as
some clients have an energy demand of monthly peaks of up
to 30-40% of their bills.
Peru´s first electric bus:
The Global Sustainable Electricity Partnership (GSEP) and
member companies, Enel X and Hydro-Québec, inaugurated
the first electric bus in Lima with the collaboration of Protrans-
porte and the Peruvian Ministries of Energy and Mines, Trans-
port and Communications, and the Environment. Transport
electrification can play an important role in meeting Peru’s
commitment to reduce its carbon footprint by 30% by 2030.
The 80-passenger electric bus will be operated by the Allin
Group, one of Protransporte’s local operators, along the Red
Corridor line (Main Avenue of Lima: Faucett-La Marina-Javier
Prado), one of the busiest urban arteries. Over the next two
years, the three partners will be responsible for maintaining
the cargo infrastructure that has been specifically designed
and built to permit the operation of this vehicle taking into
account the country´s and the city´s requirements. The pilot
project will collect for six months real-time information on
factors such as speed, occupancy, battery behavior, environ-
mental impact, comparisons with vehicles using diesel or gas,
among other parameters. This data will permit to create the
baselines and provide the necessary knowledge to adopt and
implement a massive electric transport system in Peru.
17. Description of the electricity business by country
171
First contract to improve public
lighting system for the San
Miguel Municipality:
It is a project that will improve public illumination in the San
Miguel district through an agreement signed in June 2019 to
install 138 LED lights. This is how Enel X’s B2G (Business to
Government) business line signed with the San Miguel Mu-
nicipality the first stage of the plan to install smart lights in
the district including main roads and parks in the district and
which are located in the proximity of the Municipality. The proj-
ect was implemented within a 60-day period as of September.
Seguros CHUBB becomes a
commercial partner and IGS an
assistance partner
In April 2019, the Swiss insurance company CHUBB with op-
erations in 53 countries, became a commercial partner. The
commercial relation began with the sale of three types of in-
surance: accidents, home, and life with 2,665 insurance pol-
icies sold.
At the same time, IGS became a healthcare partner and the
two companies designed dental, medical and funeral assis-
tance products at affordable prices for the Enel X client seg-
ment, selling 5,582 services in 2019.
Electric taxi project
Thanks to the cooperation between Enel X, the Chinese car
manufacturer BYD and the Peruvian Company Taxi Directo, a
pilot project was launched to implement two electric taxis in
Lima, the Peruvian capital. The taxis will run for six months to
collect all the necessary information about the performance
of the vehicles and then evaluate the inclusion of 30 more
electric cars into the fleet of the taxi company.
Enel X will install the charging stations, a Juicebox Pro 32 and
a Fast Charge while BYD will supply the two electric vehicles
that Taxi Directo will run and manage.
172
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17. Description of the electricity business by country
173
174
Annual Report Enel Américas 2019 18.
SUSTAINABILITY
18. Sustainability
175
Context
The current framework within which our business is run is
dynamic and challenging and incorporates additional factors
to the traditional ones such as the climate crisis, new social
demands, demographic changes, and the digital revolution. To
meet these challenges and expectations of their stakehold-
ers, companies have had to rethink their strategies, innovate,
Sustainable
business
strategy
and put environmental, social and governance (ESG) aspects
For Enel, sustainability is synonymous with the creation of
at the center of their thoughts and actions. Consequently,
value developed through a model that integrates economic,
modern investors require a more holistic look at the invest-
environmental, social and governance objectives into the busi-
ment processes, increasingly evaluating companies´ ESG per-
ness plan and creates long-term value for all its stakeholders.
formance in their search for stable and long-term returns.
Given that the ESG variables have a lasting impact on busi-
able Development Goals (SDGs) that guides the management
ness, international entities such as IPCC and COPs see global
of all areas of the Company and its subsidiaries through spe-
warming as a priority because of their interconnected impacts
cific indicators.
This model is then embedded in a plan linked to the Sustain-
on the economic and social horizons as well as the environ-
mental one. Demographic changes pose challenges because
of an increasing urbanization and the need to develop sus-
tainable cities that improve the life quality of their inhabitants,
especially in Latin America, where 80% of people live in urban
areas. As stated by the United Nations, the urban population
growth requires paying more attention to such aspects of
modern life as accommodation, transport, energy, education
and health services and employment to meet citizens´ neces-
sities. From this point of view, electricity plays a crucial role as
an enabling factor for sustainable growth and progress.
These changes, coupled with the exponential development of
digital technologies, have redefined the purpose of the elec-
trical industry, called to be a major player in energy transition.
As a way of leading this transition, Enel Américas has focused
its investments on digitization with the development of eco-
systems and platforms, as a way of both giving new uses to
energy and overcoming energy poverty, which mainly affects
the outlying areas of large cities.
Sustainabi-
lity in
business
Dimension
Aware of the role that the Company plays through its busi-
ness, in contributing to resilience to climate change and social
phenomena related to urbanization, Enel Américas bases its
services on low carbon services through the electrification of
cities, quality services and network digitization, as well as on
electricity generation mainly from renewable sources, leading
the transition to low carbon economies in the countries where
it operates.
176
Annual Report Enel Américas 2019 Growth through low carbon
technologies and services: the role of
electrification and power generation
Enel Américas’ investments have been focused on increasing the efficiency of its assets and operating standards, mainly the
expansion of distribution networks and on clients through new connections and more services.
Total capex
Total capex by business
Total capex by country
34%
29%
2%
6%
11%
21%
US$ 5.3 bn
US$ 5.3 bn
US$ 5.3 bn
10%
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8
1
37%
Asset Development
Asset Management
Customers
81%
Gx
I&N
Retail
Enel X
56%
Argentina
Brazil
Colombia
Peru
14%
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Enel Américas has focused its operations on power generation based on hydroelectric technologies accounting for 55% of its
total capacity.
This energy industry transformation process must place the client in the center and encourage new electricity uses in a more effi-
cient and accessible way. With this in mind, Enel Américas is driving electro-mobility, energy efficiency and greater grid resilience,
as a way forward in the decontamination of cities.
Performance measurement indicators in low carbon technologies
ODS
7,13
7, 13
13
7, 11
7, 11
7, 13
9, 11
Indicator
% of installed capacity with renewables
% of generation with renewable sources
Reduction of specific emissions gCO2/Kwheq
Number of clients (million))
MW demand response
Installed photovoltaic systems (MWp
Managed light points (thousands)
9, 11,
Innovation & Infrastructure, through Charging Points (#PoC)
18. Sustainability
2019
55
61
162
24.7
29
12
417
357
Results
2018
56
59
170
24.5
-
5
411
221
2017
48
55
192
17.2
-
3
N/A
N/A
177
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In 2019, 61% of Enel Américas’ power generation came from
renewable technologies, where the geographical diversifica-
tion of our generation plants allows us to take advantage of
the differences in hydrology, affected, to varying degrees, by
climate change.
At the same time, to capitalize on the opportunities of electri-
fication of cities, the Company, through Enel X, invests in solu-
tions and services for new and efficient energy uses, in the
infrastructure necessary to develop electro-mobility and elec-
trical services for clients, whose base has increased steadily
with the incorporation of Enel Distribución São Paulo in 2018.
Operative
improvement for
quality service
Network development is critical to increasing the resilience
and reliability of power supply and delivering quality services.
Therefore, the Company has focused its investments on the
digitization of networks and assets.
In the generation area, Enel Américas continuously makes im-
portant investments to incorporate the latest advances in in-
novation, digitization, robotization, automation, different data
driven and predictive maintenance technologies in its gener-
ating park. This has permitted us to use resources more effi-
ciently and to improve the management of our assets, while
maintaining excellent performance.
Indicators to measure service
quality
Value chain
One of the pillars of our business sustainability is a sustain-
able supply chain. That is why we share a common purpose
with our suppliers to create value from the same long-term
perspective. We constantly reduce the risks related to social,
environmental, and occupational safety breaches, also re-
warding best practices.
Sustainability measurement
indicators in the supplier
chain
Results
ODS Indicator
2019
2018
2017
Evaluation of health and safety
suppliers.
Evaluation of suppliers in
environmental performance.
Evaluation of suppliers in
human rights.
12
12
12
100%
100%
N/A
100%
100%
N/A
100%
100%
N/A
Sustainabi-
lity in the
social
dimension
ODS
Indicator
9 11 Number of clients (million))
9, 11, Total Loss index 1
9, 11 SAIDI (minutes)
9, 11 SAIFI (times)
.
Results
2018
24.5
11
787
7
2019
24.7
12
747
6
2017
17.2
12
1,085
9
Involving our
people
At the time of energy transition and the resulting transforma-
tion of the business model, people in companies play a key
role in tackling technological and innovation challenges. That
1 Total loss corresponds to high, medium, and low voltage and include commercial losses and those caused by theft.
178
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1
2
% of employees involved in
digital skills dissemination
activities
Gender diversity (% of
women)2
Participation of women in
selection short lists (% of all
candidates)
Work environment survey
(employee participation)3
Employees referring to
colleagues with disabilities
Work flexibility – Smart
Working4 (Number of
employees)
8
5, 10
5, 10
8
10
8
is why training employees in new skills, overcoming barriers
to achieve a more inclusive company and providing tools for a
new role in the energy market are vital instruments to create
long-term value.
Indicators to measure initia-
tives focused on local devel-
opment
Indicators to measure sus-
tainable development in the
work environment
ODS
Indicator
2019
2018
2017
Results
47
18
N/A
N/A
18
21
ODS Indicator
2019
2018
2017
Results
Access to clean and affordable
energy (thousands of
beneficiaries accumulated
since 2015)
Economic development and
decent work (thousands of
beneficiaries accumulated
since 2015)
Inclusive, equitable and
quality education (thousands
of beneficiaries accumulated
since 2015)
7
8
4
4,042
2,995
1,575
522
354
288
383
345
316
42
N/A
N/A
100%
N/A
81%
Health and Safety
6
6
6
1.108
810
466
assets seeking to reduce accident rates in all the countries
Enel Américas considers people´s health and safety its most
Involving local
communities
Enel Américas considers the constant relationship with com-
munities a pillar of its business sustainability. Permanent di-
alogue, symmetry of information and transparency are nec-
essary foundations to reach consensuses with stakeholders.
where we operate in the case of both our own and third-party
employees. With this in mind, we develop and promote safety
culture by highlighting both self-care and the definition of pol-
icies, integration of safety in processes, training, quality con-
trol, accident analysis and exchanges of best practices. More
details in the Occupational Health and Safety section.
Health and safety measure-
ment indicators
ODS
Indicator
2019
2018
2017
Results
Enel Américas operates in territories where it works with ded-
icated community relations teams.
Lost-Time Injury Frequency
Rate (LTIFR) own employees
and contractors
3
0.69
0.99
1.00
Focusing on local development, the Company implements in-
clusive and participatory projects that seek to bridge the gaps
in multidimensional poverty investing in improving people´s
access to clean and affordable energy, economic develop-
ment, and quality education. This way, synergies between so-
cial progress and corporate performance can be forged.
2 The decrease is explained by the incorporation of Enel Distribución São Paulo in 2018.
3 It takes place every two years.
4 Smartworking is a program that allows Enel Chile´s and its subsidiaries´ employees to select one day per week, either Tuesday or Thursday, to work
remotely from their home or any physical place that offers good internet connection and complies with security standards.
18. Sustainability
179
ESG analysis
methodology
(environmental,
social and
governance)
Materiality analysis and
stakeholder prioritization
Enel Américas acts according to the methodology adopted by
the Enel Group that complies with GRI international standards
(Global Reporting Initiative). One of the main focuses of these
standards is to put stakeholders at the center of both actions
and Ideas when establishing the Company’s strategic issues.
Therefore, the company caries out the process of their identi-
fication and prioritization directly Involving the entire Company
and its subsidiaries. The result of this work is the identification
of the relevant groups that are consulted about their priorities
and expectations regarding the Company. The Company es-
tablishes its strategic priorities in the same way.
Based on the above, the Company´ defines its materiality
which, in turn, governs our strategic planning which we inform
in the different public reports.
Enel Américas´ Materiality Matrix 5.
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Economic and financial value creation
Costumer engagement
Sound governance andfair corporate conduit
Energy distribution
Engaging the local communities
New technologies and solutions
Environmental management
Decarbonization of the energy mix
Occupational health and safety
Employees management, development & motivation
Sustainable supply chain
Innovation and digital transformation
Priority of Issues for Stakeholder
5 The final materiality matrix indicates which issues are a priority for our stakeholders and at the same time strategic for the Company. The
information it provides serves as an input for the formulation of the sustainability plan, which is updated annually.
180
Annual Report Enel Américas 2019
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ESG Risk Analysis
ESG risks are an integral part of the risk management policy,
as described in the Risk Factors section, and are identified with
the following references:
• Most rlevant issues to consider in materiality, identified accord-
ing to the 2020 Global Risk Report, implemented by the
World Economic Forum (WEF).
• Risk assessments carried out in the context of the human
rights due diligence process and integrated management
systems (environmental, quality and safety) among others.
• Analysis carried out by the most prestigious international sus-
tainability rating agencies, which use specific risk assess-
ment systems to define the Company´s performance levels
in terms of ESG.
Due Diligence in
Human Rights
The Enel Group is committed to the principles that safeguard
and promote the protection of human rights, a fact that is re-
flected in the policy approved by the Board in 2013.
In line with the UN guidelines, Enel Américas has been con-
ducting a fundamental human rights due diligence process
since 2017 which involves the entire value chain and seeks to
identify potential violation risks within the scope of its opera-
tions and to establish redress mechanisms to bridge potential
gaps.
Creating Long-
term economic
value
The value created by our sustainable business strategy is re-
flected in the economic indicators by which we measure our
performance.
Low carbon products and services
EBITDA (MM$)
Low carbon products and services
CAPEX (MM$)
Ratio of Low carbon products and
services Capex in relation to total (%)
Shareholder Remuneration (US$ per
share)
2019
2018
2017
2,490
2,954
3,510
1,524
1,556
1,498
90
89
90
0.0106
0.0084
0.0062
Market
recognition
- rating and
sustainability
indices
Analysts specializing in sustainable investment evaluate com-
panies according to their ESG performance or, more general-
ly, in sustainability. These assessments are key tools for the
Company to improve or reorient the management of its core
business while allowing investors to integrate non-financial
information (ESG) into their business decisions.
In 2019, Enel Américas improved its position in most ratings
and sustainability indices, including:
• We are part of the 10% of the best electric utility com-
panies in the world, according to the Dow Jones Sus-
tainability Index (DJSI) which ranked us in 11th position
in the DJSI Chile, DJSI MILA Pacific Alliance and DJSI
Emerging Markets indices. We were also included for the
second time in the RobecoSAM Sustainability Yearbook
and recognized in the bronze category as the only Chil-
ean Company, together with Enel Chile, to receive these
distinctions and be present in three indices.
• For the third consecutive year, Enel Américas was con-
firmed in the FTSE4Good “Emerging Markets Index” and
“Latin America Index” categories.
• Enel Américas was included for the second consecutive
year in the Best Emerging Markets Performers ranking in
the utilities sector, evaluation carried out by Vigeo Eiris.
•
In 2019, Enel Américas was ranked AA by MSCI, as part of
the various sustainability stock indices offered by this entity.
• Enel was placed in the 70th percentile under the new
Sustainalytics risk methodology.
18. Sustainability
181
182
Annual Report Enel Américas 2019 19.
SUMMARY
OF SHAREHOLDINGS
19. Summary of shareholdings
183
Direct and Indirect
Economic Participation
Business
Ownership
Gx
Tx
Dx
Gx, Dx
Tx
Gx
Gx
Tx
Tx
Tx
Gx
Gx
Gx
40.25%
100.00%
72.09%
99.92%
99.96%
75.62%
65.69%
100.00%
36.04%
33.33%
16.98%
16.98%
25.37%
Business
Ownership
Dx
Gx
Gx
Tx
Dx
Gx, Dx, Tx
OX
Dx
Dx
Gx
GX
OX
OX
OX
99.73%
99.75%
100.00%
100.00%
74.05%
100.00%
100.00%
99.93%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Argentina
Central Dock Sud S.A.
Compañía de Transmisión del Mercosur S.A.
Empresa Distribuidora Sur S.A.
Enel Argentina S.A.
Enel Trading Argentina S.R.L.
Enel Generación Costanera S.A.
Enel Generación El Chocón S.A.
Transportadora de Energía S.A.
Sacme S.A.
Yacylec S.A.
Central Térmica Manuel Belgrano
Central Térmica San Martin
Central Vuelta Obligado S.A.
Brasil
Enel Distribución Río S.A.
EGP Cachoeira Dourada S.A.
Enel Generación Fortaleza S.A.
Enel Cien S.A.
Enel Distribución Ceará S.A.
Enel Brasil S.A.
Enel X Brasil S.A.
Enel Distribución Goias S.A.
Enel Distribución Sao Paulo S.A.
Enel Green Power Proyectos I (Volta Grande)
Central Generadora Fotovoltaica Sao Francisco Ltda.
Enel Tecnología de Redes S.A.*
Enel Trading Brasil S.A. **
Nuxer Trading S.A.
184
Annual Report Enel Américas 2019 Colombia
Compañía Distribuidora y Comercializadora de Energía S.A.
Emgesa S.A. E.S.P.
Enel X Colombia S.A.S
Perú
Enel Perú S.A.C.
Chinango S.A.C.
Enel Generación Perú S.A.
Enel Distribución Perú S.A.
Enel Generación Piura S.A.
Compañía Energética Veracruz S.A.C.
Enel X Perú S.A.C. ****
Gx: Generation
Dx: Distribution
Tx: Transmission / Commercialization
Ox: Gas pipelines and others
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Business
Ownership
Dx
Gx
OX
Business
Gx, Dx
Gx
Gx
Dx
Gx
Gx
OX
48.30%
48.48%
48.30%
Ownership
100.00%
66.88%
83.60%
83.15%
96.50%
100.00%
100.00%
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19. Summary of shareholdings
185
Perimeter of Enel
Américas’ corporate
shareholdings
ENEL
AMÉRICAS S.A.
48.481619%
5.049462%
48.302608%
Emgesa S.A
94.94084%
Sociedad Portuaria
Central
Cartagena S.A.
Inversora
Codensa S.A.S.
100%
Codensa S.A.
Enel Generación
Chile S.A.
100%
ENEL Perú
S.A.C.
99.999967%
Compañía
Energética
Veracruz S.A.C.
ENEL X
Colombia S.A.S.
100%
Central
Dock Sud S.A.
0.2509%
69.9925%
ENEL
Generación
Costanera S.A.
75.6813%
57.141692%
Inversora
Dock Sud S.A.
33.33333%
Yacilec S.A.
1.42%
Termoeléctrica
Manuel
Belgrano S.A.
5.326%
1.42%
Termoeléctrica
José de
San Martín S.A.
6.40%
Central Vuelta de
Obligado S.A.
5.326%
1.3%
18.85%
18.85%
33.2%
8.674093 %
ENEL
Generación El
Chocón S.A.
59.00%
41.941145%
Hidroinvest S.A
54.757107%
Chile
Argentina
Brazil
Peru
Colombia
Uruguay
186
0.079318%
ENEL
Argentina S.A.
99.920682%
44.996467%
55.003533%
ENEL Trading
Argentina S.R.L.
ENEL
Generación
Perú S.A.
80%
Chinango
S.A.C.
83.151796%
83.597016%
96.496857%
ENEL
Distribución
Perú S.A.
ENEL
Generación
Piura S.A.
100%
Compañía
Energética
Veracruz S.A.C.
Distrilec
Inversora S.A.
51.50%
99.999999%
ENEL
Brasil S.A.
99.926465%
Enel Distribución
Goiás S.A.
56.357697%
74.051061%
99.734188%
ENEL
Distribución
Ceará S.A.
43.097063%
Edesur S.A.
50%
SACME S.A.
0.001%
TESA S.A.
99.999%
CTM S.A.
99.999%
ENEL
Distribución
Río S.A.
ENEL
Generación
Fortaleza S.A.
0.0001%
ENEL X
Brasil S.A.
100%
EGP Cachoeira
Dourada S.A.
99.754055%
100%
Enel Distribución
São Paulo S.A.
100%
99.9999%
EGP PROJETOS I
(Volta Grande)
100%
Central Geradora
Fotovoltaica
Sao Francisco Ltda.
ENEL CIEN
S.A.
100%
100%
Enel Tecnología
de Redes S.A.
Nuxer
Trading S.A.
100%
100%
Enel Trading
Brasil S.A.
Annual Report Enel Américas 2019
Perimeter of Enel
Américas’ corporate
shareholdings
48.481619%
5.049462%
48.302608%
Emgesa S.A
94.94084%
Sociedad Portuaria
Central
Cartagena S.A.
Inversora
Codensa S.A.S.
100%
Codensa S.A.
ENEL X
Colombia S.A.S.
100%
Central
Dock Sud S.A.
0.2509%
69.9925%
ENEL
Generación
Costanera S.A.
75.6813%
57.141692%
Inversora
Dock Sud S.A.
33.33333%
Yacilec S.A.
1.42%
Termoeléctrica
Manuel
Belgrano S.A.
5.326%
1.42%
Termoeléctrica
José de
San Martín S.A.
5.326%
1.3%
6.40%
Central Vuelta de
Obligado S.A.
18.85%
18.85%
33.2%
ENEL
8.674093 %
Generación El
Chocón S.A.
59.00%
41.941145%
Hidroinvest S.A
54.757107%
Chile
Argentina
Brazil
Peru
Colombia
Uruguay
ENEL
AMÉRICAS S.A.
Enel Generación
Chile S.A.
100%
ENEL Perú
S.A.C.
99.999967%
Compañía
Energética
Veracruz S.A.C.
0.079318%
ENEL
Argentina S.A.
99.920682%
44.996467%
ENEL Trading
Argentina S.R.L.
55.003533%
ENEL
Generación
Perú S.A.
80%
Chinango
S.A.C.
83.151796%
83.597016%
96.496857%
ENEL
Distribución
Perú S.A.
ENEL
Generación
Piura S.A.
100%
Compañía
Energética
Veracruz S.A.C.
Distrilec
Inversora S.A.
51.50%
99.999999%
ENEL
Brasil S.A.
99.926465%
Enel Distribución
Goiás S.A.
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56.357697%
43.097063%
Edesur S.A.
50%
SACME S.A.
0.001%
TESA S.A.
99.999%
CTM S.A.
99.999%
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ENEL
Distribución
Ceará S.A.
74.051061%
99.734188%
EGP Cachoeira
Dourada S.A.
99.754055%
100%
Enel Distribución
São Paulo S.A.
100%
99.9999%
ENEL
Distribución
Río S.A.
ENEL
Generación
Fortaleza S.A.
0.0001%
ENEL X
Brasil S.A.
100%
EGP PROJETOS I
(Volta Grande)
100%
Central Geradora
Fotovoltaica
Sao Francisco Ltda.
ENEL CIEN
S.A.
100%
100%
Enel Tecnología
de Redes S.A.
Nuxer
Trading S.A.
100%
100%
Enel Trading
Brasil S.A.
19. Summary of shareholdings
187
188
Annual Report Enel Américas 2019 20.
IDENTIFICATION OF
SUBSIDIARIES AND
ASSOCIATE COMPANIES
20. Identification of subsidiaries and associate companies
189
CENTRAL DOCK SUD S.A.
Company Name
Central Dock Sud S.A.
Type of Company
Limited Liability Company
Address
Avenida Debenedetti 1636
Dock Sud Avellaneda
Phone
4229-1000
Subscribed and paid-in capital (US$
thousand)
356,221
Human Resources and General Services
Manager
Leonardo Limoli
Commercial Manager
Fabián Mario Cabana
Operations Manager
Graciela Babini
Planning and Control Manager
Sebastián Ortiz
Acquisitions and Stores Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. - 1.22%
Subscribed and paid-in capital (Thousand
US$)
20,560,67
Company Name
Central Vuelta Obligado S.A.
CENTRAL VUELTA OBLIGADO S.A.
Corporate purpose
The company’s purpose is electricity
generation and its block sale. It may carry
out any supplementary and additional
activities linked to its corporate purpose and
has full legal capacity to acquire rights and
commit obligations and carry out all actions
not forbidden by law, by these by-laws, the
Document of the International Public Tender for
the Sale of Central Dock Sud S.A’s Shares, or
by any other applicable regulation.
Core activities
Electricity generation
Héctor Martín Mandarano
Chairman
Santiago Matías Sajaroff
Vice-president
Regular directors
Juan Carlos Blanco
Michele Siciliano
Mónica Diskin
Jorge Esteban Ravlich
Andrea Biasotto
Rodolfo Eduardo Berisso
Rodolfo Heriberto Freyre
Alternate Directors
Alejandro Aníbal Avayu
Patricio Javier Cipollone
Nicola Melchiotti
Rodrigo Quesada
Sebastián Torres
Claudio César Weyne da Cunha
Juan Manuel Alfonsin
Maria Elizabeth Thouldjian
Senior Management
Juan José Marcet
General Manger
Verónica Susana Balletto
Finance Manager
Natalia Nicali
190
Type of Company
Limited Liability Company
Address
Av. Thomas Edison 2701
Buenos Aires, Argentina
Phone
(5411) 5533 0200
Subscribed and paid-in capital (Thousand
US$)
8.35
Corporate purpose
The company’s purpose is rlectricity generation
and its block commercialization particularly
equipment purchases, construction, operation
and maintenance of a thermal power plant
named Vuelta de Obligado complying with
“Management and Operation of Projects,
Increase of Thermal Generation Availability and
Generation Compensation Adaptation 2008-
2011 Agreement” signed on November 25,
2010 by the National State and the subscribing
generation companies.
Core activities
Construction of a thermal power plant called
Central Vuelta de Obligado.
Regular Directors
Leonardo Pablo Katz (Chairman)
Adrián Gustavo Salvatore (Vice-president)
Michele Siciliano
Mónica Diskin
Alternate Directors
Leonardo Marinaro
Ignacio Villamil
Andrea Biasotto
Juan Carlos Blanco
Senior Management
Leonardo Pablo Katz
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A
CHINANGO S.A.C.
Company name
Chinango S.A.C.
Type of Company
Limited Liability Company
Address
Calle César López Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Perú
Subscribed and paid-in capital (Thousand
US$)
80.333,00
Corporate purpose
The company’s purpose is electricity
generation, sale and transmission, The
company may carry out any activity and may
also enter Into all contracts permitted under
Peruvian law for such purposes.
Core activities
Electricity generation.
General Manager
Enel Generación Perú S.A.A., represented by
Eugenio Calderón López
Commercial relations
The company has no commercial relation with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.02%
CODENSA S.A. E.S.P.
Company name
CODENSA S.A. E.S.P.
NIT: 830.037.248-0
Type of Company
Limited Liability Company– Residential public
utility company.
Address
Carrera 13 A No. 93-66
Bogotá D.C, Colombia
Telephone
(57 1) 601 6060
Subscribed and paid-in capital (Thousand
US$)
4,106,10
Corporate purpose
The company’s main purpose is the distribution
and sale of energy, as well as other similar,
connected, complementary and related
Annual Report Enel Américas 2019 activities in electricity distribution and sale; the
implementation, design and consultancy of
electrical engineering works, sale of products
for the benefit of clients. The company may
also carry out other activities related to the
supply of public services in general, manage
and operate other utility companies, sign and
Implement special management agreements
with other utility companies and sell or loan
goods or services to other economic agents
related with utilities, in or out of the country
and related to public services. . The company
may also participate in other utility companies
as a partner or a shareholder, directly or in
partnerships with other persons, or in joint
ventures.
Core activities
Electricity distribution and sale
Regular Directors
Andres Caldas Rico
Jose Antonio Vargas Lleras
Lucio Rubio Diaz
Andrés Baracaldo Sarmiento
Felipe Castilla Canales
Gustavo Moreno Montalvo
Andrés López Valderrama
Alternate Directors
Carlos Mario Restrepo
Leonardo Lopez Vergara
Michele Di Murro
Gloria Astrid Álvarez Hernández
Freddy Iván Ussa Lizarazo
Daniel Rodríguez Ríos
Mario Antonio Cajiao Pedraza
Senior Management
Francesco Bertoli
General Manager
Francesco Bertoli
Infrastructure and Networks Manager
Andres Caldas Rico
Legal and Corporate Affairs Manager
Carlos Mario Restrepo
Enel X Manager
Michele Di Murro
Administration, Finance and Control Manager
Maria Celina Restrepo Santamaría
Communications Manager
Rafael Carbonell Blanco
Human Resources and Organization Manager
Diana Marcela Jimenez
Regulations and Institutional Relations Manager
Eugenio Belinchon
Audit Manager
Raúl Fernando Vacca Ramírez
Procurement Manager
Ana Patricia Delgado Meza
Digital Solutions Manager
Ana Lucia Moreno Moreno
General Services and Security Manager
Gian Paolo Daguer
Sustainability Manager
COMPAÑÍA ENERGÉTICA VERACRUZ S.A.C.
Company name
Compañía Energética Veracruz S.A.C.
Type of Company
Limited Liability Company
Alternate Directors
Nicola Melchiotti
Claudio Cesar Weyne Da Cunha
Jorge Lemos
Senior Management
Sandro Ariel Rollan
General Manager
Address
Calle César López Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Perú
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Subscribed and paid-in capital (Thousand
US$)
870.06
Shareholding of Enel Américas S.A. 0.03%
Corporate purpose
Develop and operate hydroelectric projects in
any river basin in Peru.
Company name
Distrilec Inversora S.A.
DISTRILEC INVERSORA S.A.
Core activities
Holder of the Veracruz hydroelectric project.
Type of Company
Limited Liability Company
General Manager
Claudio Helfmann Soto
Address
San José 140
Buenos Aires, Argentina
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Telephone
(54 11) 4370 3700
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Shareholding of Enel Américas S.A. 0.07%
CTM Compañía de Transmisión del
Mercosur S.A.
Company name
Compañía de Transmisión del Mercosur S.A.
Type of Company
Publicly Traded Company incorporated in the
city of Buenos Aires, Argentina
Address
Bartolomé Mitre 797, piso 11, Ciudad
Autónoma de Buenos Aires, Argentina
Subscribed and paid-in capital (Thousand
US$)
1.669,87
Corporate purpose
The purpose of the company is to supply high-
tension electricity transmission services, both
for national and international electrical systems
under current legislation. The company may
participate in national or international tenders,
become a high-tension electricity transmission
concessionaire, locally or abroad, and engage
in such activities as may be deemed necessary
for its corporate purpose.
Core activities
International interconnected electricity
transmission.
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Subscribed and paid-in capital (Thousand
US$)
8.309,49
Corporate purpose
The company´s exclusive purpose is to invest
capital in established companies or ones to be
established whose main activity is electricity
distribution or which directly or indirectly
participate in companies whose principal
activity is electricity distribution by carrying out
all kinds of financial and investment activities,
except for those provided for by laws of
financial entities, the purchase and sale of
public and private securities , bonds, stocks,
negotiable bonds and loans, and the placement
of funds in bank deposits of any kind.
Core activities
Investment company
Regular Directors
Nicola Melchiotti
Chairman
Mónica Diskin
Leonel Sánchez
Claudio Da Cunha
Guillermo P. Reca
Andrés L. Vittone
Gonzalo Péres Moore
Victor J. Díaz Bobillo
Rubén López
Alternate Directors
Sandro Rollan
M. Victoria Ramirez
Hernán Alberto Rey
Fernando Boggini
Juan Manuel Pazos
Rubén Vázquez
Pablo Javier Viboud
Patricio Jorge Richards
Leonardo Marinaro
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 7.41%
Regular Directors
Juan Carlos Blanco
Chairman
Mónica Diskin
20. Identification of subsidiaries and associate companies
191
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 0.03%
Emgesa S.A. E.S.P.
Company name
Emgesa S.A. E.S.P.
NIT 860.063.875-8
EDESUR Empresa Distribuidora Sur S.A.
Company name
Empresa Distribuidora Sur S.A.
Type of Company
Private Commercial Corporation.
Public Utilities Company
Address
Carrera 11 N°82-76, piso 4
Bogotá, D.C. Colombia
Procurement Manager
Ana Patricia Delgado Meza
Digital Solutions Manager
Ana Lucia Moreno Moreno
General Services and Security Manager
Gian Paolo Daguer
Sustainability Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 9.34%
Type of Company
Publicly Traded Company
Address
San José 140 (1076)
Capital Federal, Argentina
Telephone
(54 11) 4370 3700
Subscribed and paid-in capital (Thousand
US$)
15,005.23
Corporate purpose
Electricity distribution and sale and similar
operations.
Subscribed and paid-in capital (Thousand
US$)
199,473.42
Corporate purpose
The company’s purpose is electricity
generation and sale and the sale of fuel gas,
as well as other activities that are similar,
connected, supplementary and related to its
main corporate purpose, including liquid fuels
produced from petrol for energy generation
purposes, and also imports of natural gas for
energy generation and/or its commercialization
and (ii) participation in energy commodities
financial derivatives markets.
ENEL ARGENTINA S.A.
Company name
Enel Argentina S.A.
Type of Company
Publicly Traded Company
Address
Av. España 3301
Buenos Aires, Argentina
Telephone
(5411) 4307 3040
Core activities
Electricity distribution
Regular Directors
Juan Carlos Blanco
Chairman
Nicola Melchiotti
Vice-president
Claudio César Weyne Da Cunha
Gonzalo Peres Moore
Victor José Díaz Bobillo
Mónica Diskin
Ernesto Pablo Badaraco
Jaime Barba
Alternate Directors
To be filled
To be filled
Hernán Alberto Rey
Andrés L. Vittone
Ruben Omar López
Mauricio BarretoTo be filled
María Victoria Ramirez
Jorge Lemos
Senior Management
Gianluca Palumbo Fanizzi
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 5.85%
192
Core activities
Electricity generation and sale and fuel gas
sales
Subscribed and paid-in capital (Thousand
US$)
38,368.88
Corporate purpose
The company’s purpose is to invest in
companies dedicated to electrical energy
production, transmission and distribution of
electricity and its sale, as well as financial
activities except those prohibited to banks
under valid legislations.
Core activities
Investment company
Regular Directors
Juan Carlos Blanco
Chairman
Mónica Diskin
Alternate Directors
Nicola Melchiotti
Jorge Lemos
María Victoria Ramírez
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 4.21%
Regular Directors
Andrés Caldas Rico
Lucio Rubio Diaz
Jose Antonio Vargas Lleras
Gloria Astrid Álvarez Hernandez
Álvaro Villasante Losada
Luis Fernando Alarcón Mantilla
Luisa Fernanda Lafaurie Rivera
Alternate Directors
Diana Marcela Jiménez Rodríguez
Fernando Javier Gutierrez Medina
Michele Di Murro
Andrés Baracaldo Sarmiento
Felipe Castilla Canales
Rodrigo Hernán Galarza Naranjo
Maria Paula Camacho Rozo
Senior Management
Marco Fragale
General Manager
Marco Fragale
Power Generation Manager
Andres Caldas Rico
Legaland Coporate Affairs Manager
Fernando Javier Gutierrez Medina
Energy Management Manager
Michele Di Murro
Administration, Finance and Control manager
Maria Celina Restrepo Santamaría
Communications Manager
Rafael Carbonell Blanco
Human Resources and Organization Manager
Diana Marcela Jimenez Rodriguez
Regulations and Institutional Relations Manager
Eugenio Belinchon
Audit Manager
Raúl Fernando Vacca Ramírez
Annual Report Enel Américas 2019 e
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ENEL BRASIL S.A.
Company name:
Enel Brasil S.A.
ENEL CIEN S.A.
Company name:
ENEL CIEN S.A.
Type of Company:
Privately Held Corporation
Type of Company:
Privately Held Corporation
Address:
Praça Leoni Ramos, N°1, 7° andar, bloco 2
Parte, Niterói, Río de Janeiro, Brasil
Address:
Praça Leoni Ramos, N° 1, piso 6, Bloco 2, São
Domingos, Niterói
Rio de Janeiro, Brasil
Telephone:
(55 21) 3607 9500
Subscribed and paid-in capital (Thousand
US$):
70,858.87
Corporate purpose:
The company´s purpose is to participate in the
production, industrialization, distribution, and
marketing of electricity, including importing and
exporting activities. To achieve its purpose,
the company will promote the study, planning
and construction of the facilities related to
energy production, transmission, conversion
and distribution systems, making and
capturing the necessary investments for the
development of the works aimed at providing
such services. The company may also promote
the implementation of associated projects,
such as activities inherent, additional, or
complementary to the company´s services and
work. To achieve its purposes, The company
may participate in other companies.
Core activities:
Energy transport
Company without a management committee
(board)
Senior Management:
Guilherme Lencastre (General Manager)
Raffaele Grandi
Anna Paula Hiotte Pacheco
Déborah Meirelles Rosa Brasil
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Margot Frota Cohn Pires
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.89%
Telephone:
(5521) 3607 9500
Subscribed and paid-in capital (Thousand US$):
4,143,033.84
Corporate purpose:
The company’s purpose is to participate in
the shareholding of other companies, in any
segment of the electricity or gas sectors,
including commercial companies or the
supply of services to companies operating in
those sectors, in Brazil or abroad; the supply
of transmission, distribution, generation or
marketing services for electricity and related
activities, as well as imports, exports and trading
of natural gas in any physical condition for own
or third-party use; and to participate, individually
or through joint venture, company, consortium
or other similar forms of partnership, in tenders,
projects and ventures for the development of
the services and activities mentioned above.
Core activities:
Investment company
Board:
Mario Fernando de Melo Santos
Chairman
Antonio Basilio Pires de Carvalho e
Albuquerque
Vice-president
Aurelio Ricardo Bustilho de Oliveira
Senior Management:
Nicola Cotugno
General Manager
Raffaele Grandi
Antonio Basilio Pires de Carvalho e
Albuquerque
Alain Rosolino
Anna Paula Hiotte Pacheco
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Flávia da Silva Baraúna
Margot Frota Cohn Pires
Márcia Massotti de Carvalho
Luis Alonso Campos Rivas
Guilherme Gomes Lencastre
Cristine de Magalhães Marcondes
Carlos Omar Arriagada Retamal
Roberto Zanchi
André Osvaldo dos Santos
Bruno Franco Cecchetti
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 59.38%
ENEL DISTRIBUCIÓN CEARÁ S.A.
COELCE (Companhia Energética do Ceará
S.A.)
Company name:
Companhia Energética do Ceará
Type of Company:
Publicly Traded Company
Address:
Rua Padre Valdevino, 150 - Centro
Fortaleza, Ceará, Brasil
Telephone:
(55 85) 3453-4082
Subscribed and paid-in capital (Thousand
US$):
200,920.99
Corporate purpose:
The company´s purpose is the production,
transmission, distribution and trading of
electricity, implementation of correlated
services granted or authorized to them and
the development of activities associated with
services, such as related commercial activities.
It may also carry out studies, planning,
projects, construction and operation of energy
production, transformation, transport and
storage, distribution and trading systems of any
origin or nature, in the form of concessions,
authorizations and permits granted to them
under the jurisdiction in the territorial area of
the State of Ceara, and other areas defined by
the granting authority. The company may also
carry out studies, projects and implementation
of plans and program to research and
develop new energy sources, in particular
renewables and the study, development
and implementation, in the energy sector, of
economic and social development plans and
programs in the regions of the company´s and
community interest.
Core activities:
Distribution and sale of electricity and related
services in the State of Ceará, Brazil
Regular Directors:
Mário Fernando de Melo Santos
Chairman
Nicola Cotugno
Vice-president
Teobaldo José Cavalcante Leal
Guilherme Gomes Lencastre
Cristine de Magalhães Marcondes
Francisco Honório Pinheiro Alves
Fernando Augusto Macedo de Melo
João Francisco Landim Tavare
Alternate Directors:
José Nunes de Almeida Neto
Márcia Massotti de Carvalho
Monica Hodor
Maria Eduarda Fischer Alcure
Michelle Rodrigues Nogueira
Dilma Maria Toledo
Artur Teixeira Neto
20. Identification of subsidiaries and associate companies
193
Senior Management:
Charles de Capdeville (General Manager)
José Távora Batista
Teobaldo José Cavalcante Leal
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Luiz Antônio Corre Gazulha Junior
Margot Frota Cohn Pires
Cristine de Magalhães Marcondes
Fernando Andrade
Márcia Sandra Roque Vieira Silva
ENEL DISTRIBUCIÓN PERÚ S.A.A.
Company name
Enel Distribución Perú S.A.A.
Type of Company
Publicly Traded Company
Address
Calle César López Rojas 201 Urb, Maranga,
San Miguel
Lima, Perú
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Telephone
(51 1) 561 2001
Shareholding of Enel Américas S.A. 7.57%
ENEL DISTRIBUCIÓN GOIÁS S.A.
CELG DISTRIBUIÇÃO S.A. - CELG-D
Company name:
CELG DISTRIBUIÇÃO S.A. - CELG-D
Type of Company:
Limited Liability Company
Address:
Rua 2, Quadra A-37, nº 505, Jardim Goiás,
Goiânia, Goiás.
Telephone:
(62) 3243 1771
Subscribed and paid-in capital (Thousand
US$):
1.261.756,22
Corporate purpose:
The company’s purpose is to explore electricity
distribution technically and commercially.
Core activities:
Electricity distribution
Board of Directors:
Mario Fernando de Melo Santos (Chairman)
Nicola Cotugno (vice-president)
Déborah Meirelles Rosa Brasil
Guilherme Gomes Lencastre
Aurelio Ricardo Bustilho de Oliveira
Márcia Sandra Roque Vieira Silva
Senior Management:
Jose Luis Salas Rincon
Marcia Sandra Roque Vieira Silva
Michelle Rodrigues Nogueira
Cristine de Magalhães Marcondes
Flavia da Silva Baraúna
Rosana Rodrigues dos Santos
Margot Frota Cohn Pires
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 10.14%
Subscribed and paid-in capital (Thousand
US$)
192.512,48
Corporate purpose
Activities specific to the supply of electricity
services distribution, transmission and
generation, as per current legislation. In
addition, The company may engage in the sale
of goods in any form, as well as the supply
of advisory and financial services, among
others, except for those services for which an
express authorization is required under current
legislation.
Core activities
Electricity distribution
Board of Directors
José Manuel Revuelta Mediavilla
Chairman
Guillermo Lozada Pozo
Vice-president
Carlos Alberto Solis Pino
Patricia Teullet Pipoli
Martín Pérez Monteverde
Rafael Llosa Barrios
Daniel Abramovich Ackerman
Senior Management
General Manager
Ricardo Lama (until March 26, 2019)
Simone Botton (from March 26, 2019)
Guillermo Martin Lozada Pozo
Administration, Finance and Control Manager
Carlos Alberto Solis Pino
Commercial Manager
Soraya Ahomed Chávez
Legal Affairs Manger
Milagritos Tatiana Lozada Gobea
Regulations Manager
Rocío Pachas Soto
Organization and Human Resources Manager
María Alicia Martínez Venero
Communications Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 4.90%
ENEL DISTRIBUCIÓN RÍO S.A.
AMPLA ENERGÍA (Ampla Energía e Serviços
S.A.)
Company name:
Ampla Energia e Serviços S.A.
Type of Company:
Publicly Traded Company
Address:
Praça Leoni Ramos, N° 01, São Domingos,
Niteroi
Río de Janeiro, Brasil
Telephone:
(55 21) 2613 7000
Subscribed and paid-in capital (Thousand
US$):
621,031.69
Corporate purpose:
The company’s corporate purpose is to study,
plan, build and explore electricity production,
transmission, transformation, distribution
and trade systems as well as provide related
services that have been or may be granted
in the future; conduct research in the energy
sector; participate in regional, national and
international organizations in the electricity
sector and participate in other companies
related to the energy sector as a shareholder,
including in privatization programs in Brazil.
Core activities:
Electricity distribution
Board of Directors (regular directors):
Mario Fernando de Melo Santos
Monica Hodor
Roberto Zanchi
Deborah Meirelles Rosa Brasil
Luiz Carlos Franco Campos
Otacilio de Souza Junior
Board of Directors (Alternate Directors):
José Nunes de Almeida Neto
Michelle Rodrigues Nogueira
Márcia Massotti de Carvalho
Cristine de Magalhães Marcondes
Luiz Carlos Franco Campos
Senior Management:
Artur Manuel Tavares Resende (Chairman)
Raffaele Grandi
José Nunes de Almeida Neto
Janaina Savino Vilella Carro
Anna Paula Hiotte Pacheco
Cristine de Magalhães Marcondes
Margot Frota Cohn Pires
Déborah Meirelles Rosa Brasil
Fernando Andrade
Marcia Sandra Roque Vieira Silva
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 9.02%
194
Annual Report Enel Américas 2019 e
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ENEL DISTRIBUCIÓN
SÃO PAULO S.A.
ELETROPAULO METROPOLITANA
ELETRICIDADE DE SÃO PAULO S.A.
ENEL GENERACIÓN
COSTANERA S.A.
Company name
Enel Generación Costanera S.A.
Company name:
Eletropaulo Metropolitana Eletricidade de São
Paulo S.A.
Type of Company:
Public Limited Company
Type of Company:
Publicly Traded Company.
Address
Avda, España 3301, Buenos Aires, Argentina
Address:
Avenida Dr. Marcos Penteado de Ulhôa
Rodrigues, nº 939, lojas 1 e 2 (térreo) e 1º
ao 7º andar, Bairro Sítio Tamboré, Torre II
do Condomínio Castelo Branco Office Park,
Barueri, São Paulo
Telephone
(5411) 4307 3040
Subscribed and paid-in capital (Thousand
US$)
11,722.32
ENEL GENERACIÓN EL CHOCÓN S.A
Company name
Enel Generación El Chocón S.A.
Type of Company
Public Limited Company
Address
Avda, España 3301
Ciudad Autónoma de Buenos Aires, Argentina
Subscribed and paid-in capital (Thousand
US$)
4,985.98
Corporate purpose
The company’s purpose is the production and
block sales of electricity
Telephone:
(21) 2716-1113
Corporate purpose
The company’s purpose is the production and
block sales of electricity
Core activities
Electricity generation.
Subscribed and paid-in capital (Thousand
US$):
765.534,91
Core activities
Electricity generation.
Corporate purpose:
The company aims to: exploit public energy
services, mainly electricity services, in the areas
referred to in the Concession Contract and in
others where, under applicable law, it is authorized
to act, study, develop, design, execute, explore
or transfer research and development plans and
programs related to any type or form of energy;
participate in electricity distribution and trade in
electricity distribution and sale; supply technical
services for the operation, maintenance and
planning of third-party electrical installations;
provide services for optimizing consumers´
energy processes and electrical installations;
onerous transfer of right of way passage tracks
of exploitable lines and land areas of plants and
deposits. Other public or private services, including
IT services through the operation of infrastructure,
in order to produce additional alternative revenue;
contribute to the preservation of the environment,
as well as participate in community interest social
programs; participate in ventures that permit to
make use of real estate assets; and participate
in other companies as a partner, part owner or
shareholder.
Regular Directors
Juan Carlos Blanco
Chairman
Michele Siciliano
Vice-president
Nicola Melchiotti
Claudio Cesar Weyne Da Cunha
Mónica Diskin
Jorge Piña
Matías Maria Brea
Marcelo Luis Diez
Alternate Directors
To be filled
María Victoria Ramirez
Jorge Lemos
Fernando Boggini
Rodrigo Quesada
To be filled
Mariano Pessagno
Hernan Castro Giovanni
Senior Management
Pablo Gutiérrez
General Manager
Regular Directors
Juan Carlos Blanco
Chairman
Claudio César Weyne Da Cunha
Vice-president
Mónica Diskin
María Victoria Ramírez
Daniel Garrido
Alex Daniel Horacio Valdez
Néstor Hugo Martín
Alberto Eduardo Mousist
Alternate Directors
Jorge Lemos
Fernando Boggini
Rodrigo Quesada
Nicola Melchiotti
Sebastián Eduardo Guasco
Oscar Horacio Carvalho
Senior Management
Daniel Garrido
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 1.40%
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 1.29%
Core activities:
Electricity distribution
Board of Directors:
Britaldo Pedrosa Soares
Nicola Cotugno
Antonio Basilio Pires de Carvalho e
Albuquerque
Aurelio Ricardo Bustilho de Oliveira
Bernardino Jesus de Brito
Guilherme Gomes Lancastre
Helio Lima Magalhães
Marcia Sandra Roque Vieira Silva
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 26.07%
20. Identification of subsidiaries and associate companies
195
ENEL GENERACIÓN FORTALEZA S.A.
CGTF - CENTRAL GERADORA
TERMELÉCTRICA FORTALEZA S.A.
Company name:
CGTF - Central Geradora Termeléctrica
Fortaleza S.A.
Type of Company:
Privately Held Corporation
Address:
Rodovia 422, Km 1 s/n,
Complexo Industrial e Portuário de Pecém
Caucaia, Ceará, Brasil
Telephone:
(55 85) 3464-4100
Subscribed and paid-in capital (Thousand
US$):
37,769.51
Corporate purpose:
The company’s purpose is to study, plan,
construct and explore electricity production,
transmission, distribution and trading systems,
awarded, permitted or authorized by any
title, as well as any other activity related to
the aforementioned activities; acquire, obtain
and explore any right, concession or privilege
related to the aforementioned activities,
as well as the practice of all other actions
and businesses necessary to achieve its
purpose; and participate in the shareholding
of other companies, as shareholder, partner or
participant,, whatever the purpose.
Core activities:
Electricity generation.
Board of Directors: (N/A)
Senior Management:
Raffaele Grandi
Pedro Werbest Alves Silva
Ana Claudia Gonçalves Rebello
Anna Paula Hiotte Pacheco
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 1.05%
ENEL GENERACIÓN PERÚ S.A.A.
ENEL GENERACIÓN PIURA S.A.
Company name
Enel Generación Perú S.A.A.
Type of Company
Publicly Traded Company
Company name
Enel Generación Piura S.A.
Type of Company
Public Limited Company
Address
Calle César Lopez Rojas N° 201, Urb. Maranga,
San Miguel
Lima, Perú (cambio Address memo 2015)
Address
Calle César López Rojas 201, Urb. Maranga,
San Miguel
Lima, Perú
Subscribed and paid-in capital (Thousand
US$)
824.878,00
Subscribed and paid-in capital (Thousand
US$)
24,590.00
Corporate purpose
In general, the company’s purpose is electricity
generation activities.
It may also carry out actions of any other nature
related or leading to the company’s main
purpose.
Corporate purpose
The company´s main purpose is electricity
generation, sale and all the actions and
agreements allowed under current legislation.
Core activities
Electricity generation and sale of natural gas
Directors
José Manuel Revuelta Mediavilla
Chairman
Guillermo Martin Lozada Pozo
Vice-president
Marco Raco
Senior Management
Rigoberto Novoa Velásquez (representative of
Enel Generación Perú S.A.A.)
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.86%
Core activities
Electricity generation.
Directors
José Manuel Revuelta Mediavilla (Chairman)
Guillermo Martín Lozada Pozo (Vice-president)
Daniel Abramovich Ackerman
Ernesto Villanueva Roca
Francisco García Calderón Portugal
Carlos Rojas Perla
Elena Conterno Martinelli
Senior Management
Marco Raco (Hasta 17 de diciembre 2019)
Rigoberto Novoa Velásquez (A partir del 17 de
diciembre de 2019)
General Manager
Pedro Cruz Vine
Energy Management and Sales Manager
Daniel Abramovich Ackerman
Legal Counsel
Guillermo Marín Lozada Pozo
Administration, Finance and Control Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 4.49%
196
Annual Report Enel Américas 2019 e
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ENEL GREEN POWER CACHOEIRA
DOURADA S.A.
Company name:
ENEL GREEN POWER CACHOEIRA
DOURADA S.A.
ENEL GREEN POWER VOLTA GRANDE
S.A (anteriormente ENEL GREEN POWER
PROJETOS I S.A)
Company name:
Enel Green Power Volta Grande S.A
ENEL PERÚ S.A.C.
Company name
Enel Perú S.A.C.
Type of Company:
Limited Liability Company
Type of Company:
Privately Held Corporation
Type of Company:
Limited Liability Company.
Address:
Rodovia GO 206, Km 0, Cachoeira Dourada
Goiânia
Goiás, Brasil
Telephone:
(55 62) 3434 9000
Subscribed and paid-in capital (Thousand
US$)
15,994.15
Corporate purpose:
The company´s purpose is to carry out studies,
planning, construction, installation, operation
and exploitation of electricity generation plants,
and the trade related to these activities. The
company may also promote or participate
in other companies whose purpose is the
production of electricity, in or out of the Sate
of Goiás.
Address:
Praça Leoni Ramos, nº 1, 5º andar - parte, bloco
1, São Domingos.
Niterói, Rio de Janeiro.
Telephone:
(21) 2716-1100
Subscribed and paid-in capital (Thousand
US$):
140.640,64
Corporate purpose:
The company’s purpose is electricity
generation as granted, allowed, and authorized
by the Granting Authority. The company may
also trade energy in any form and in any
market.
Core activities:
Electricity generation.
Company without a board of directors
Senior Management:
Fabio Destefani Campos
Margot Frota Cohn
Address
Calle César López Rojas 201, Urb. Maranga,
San Miguel
Lima, Perú
Subscribed and paid-in capital (Thousand
US$)
1,687,048.00
Corporate purpose
The company´s corporate purpose is to
invest in other companies, preferably in
those involved in the exploitation of natural
resources, and especially those related to
electricity distribution, transmission, and
generation. Engineering services for the
construction of power plants; activities related
to the supply, assembly, and commissioning of
equipment and/ or services for the electricity
generation industry. Additionally, the company
may carry out any other activity related to the
electricity and water sectors. The company
may also make equity investments in any kind
of property including stocks, bonds and any
other type of transferable securities, as well as
the administration of such investments. The
activities deemed to fall within the purpose of
the company may be carried out in Peru and
abroad.
Core activities:
Electricity generation.
Board of Directors (regular directors)
Nicola Cotugno
Francesco Tutoli
Anna Paula Pacheco
Senior Management:
Fabio Destefani Campos (Gerente Interino)
Raffaele Enrico Grandi
Javier Florencio Alonso Perez
Janaina Savino Vilella Carro
Ana Claudia Gonçalves Rebello
José Nunes de Almeida Neto
Anna Paula Hiotte Pacheco
Margot Frota Cohn Pires
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 1.05%
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Core activities
Investment company
Shareholding of Enel Américas S.A. 1.30%
SEnior Management
José Manuel Revuelta Mediavilla
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 10.46%
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20. Identification of subsidiaries and associate companies
197
ENEL TECNOLOGIA DE REDES
S.A (anteriormente ENEL BRASIL
INVESTIMENTOS SUDESTE 82 S.A)
ENEL TRADING BRASIL S.A (anteriormente
ENEL BRASIL INVESTIMENTOS NORDESTE
86 S.A)
trading of various products, and services in
general for the electricity sector and others.
Company name:
Enel Brasil Tecnologia de Redes S.A
Company name:
Enel Trading Brasil S.A
Type of Company:
Limited Liability Company.
Type of Company:
Limited Liability Company.
Address:
Praça Leoni Ramos, nº 1, 7º andar, bloco 2, São
Domingos.
Niterói, Rio de Janeiro.
Address:
Praça Leoni Ramos, nº 1, 7º andar, bloco 2, São
Domingos.
Niterói, Rio de Janeiro.
Telephone:
(21) 2716-1138
Telephone:
(21) 2716-1138
Subscribed and paid-in capital (Thousand
US$):
2.49
Subscribed and paid-in capital (Thousand
US$):
248,59
Corporate purpose:
The company’s purpose is to plan, develop,
Implement energy generation, distribution,
transmission or /or marketing activities. In
addition, the shareholding of other companies
operating or established to operate in the
electricity generation, distribution, transmission
and/or marketing segments as a shareholder;
distribution of appliances, instruments
and equipment for electricity distribution,
measuring and control and the sale of devices
to measure, distribute and control energy.
Corporate purpose:
The company’s purpose is wholesale and
retail trading of energy and other unspecified
products, import and export activities,
management activities, as well as related
products and services, and participation in
other enterprises.
Core activities:
Electricity generation.
Company without a board of directors
Core activities:
Distribution of appliances, instruments,
and equipment for electricity distribution,
measuring and control and the sale of devices
to measure, distribute and control energy.
Senior Management:
Antonio Basilio Pires de Carvalho e
Albuquerque (General Manager)
Raffaele Grandi
Company without a board of directors
Senior Management:
Antonio Basilio Pires de Carvalho e
Albuquerque (General Manager)
Aurelio Ricardo Bustilho de Oliveira
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
ENEL X BRASIL S.A (anteriormente ENEL
SOLUÇÕES S.A.)
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Company name:
ENEL X BRASIL S.A.
Type of Company:
Limited Liability Company incorporated under
the laws of the Federal Republic of Brazil.
Address:
Praça Leoni Ramos nº 01
Parte, São Domingos, Niterói, Rio de Janeiro,
Brasil.
Telephone:
(55 21) 2613 7000
Subscribed and paid-in capital (Thousand
US$):
28.665,65
Core activities:
General services for the electrical energy
sector and others.
Company without a board of directors
Senior Management:
Carolina Farinas Pinheiro
Carlos Eduardo Cardoso de Souza
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.11%
Enel Trading Argentina S.R.L.
Type of Company
Limited Liability Company
Address
San José 140, piso 6, CABA
Buenos Aires, Argentina
Telephone
(5411) 4124-1600
Subscribed and paid-in capital (Thousand
US$)
233,98
Corporate purpose
The company´s corporate purpose is
wholesale purchase and sale of power and
electricity produced by third parties and/or to
be consumed by third parties, including the
import and export of power and electricity
and the sale of royalties, as well as the
supply and/or development both at home
and abroad of services related to computer
services and/or control of the operation and/or
telecommunications.
Also, transactions for the sale or purchase of
natural gas, and/or its transport, including the
imports and/or exports of natural gas and/or the
sale of royalties, as well as the supply and/or
development of related services.
Commercial activities and transactions for
the sale or purchase of liquid fuels and crude
oil, and/or lubricants and/or transport of such
elements, including the imports and/or exports
of liquid fuels and the sale of royalties, as well
as the supply and/or development of related
services.
Core activities
Sale of electrical energy, gas, and derivatives.
Computer operations and/or control services
and/or telecommunications.
Corporate purpose:
The company’s purpose is to participate in the
shareholding capital of other companies, in
Brazil or abroad, production, industrialization,
assembly and trade in general, including import
and export activities, for own or third-party
Regular Manager
Nicola Melchiotti
Claudio Cesar Weyna Da Cunha
Deputy Managers
Mónica Diskin
Fernando Boggini
198
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Senior Management
Livio Filippo Colasanto
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A.
0.08%
HIDROINVEST S.A.
Company name
Hidroinvest S.A.
Type of Company
Public Limited Company
Address
Avda, España 3301
Buenos Aires, Argentina
Telephone
(5411) 4307 3040
Subscribed and paid-in capital (Thousand
US$)
923,64
Corporate purpose
The company’s purpose is to acquire
and maintain a majority shareholding in
Hidroeléctrica Alicura S.A. and/or Hidroeléctrica
El Chocón S.A. and/or Hidroeléctrica Cerros
Colorados S.A. (“the concessionaires”) created
by the National Executive Power decree 287/93
and manage such investments.
Core activities
Investment company
Regular Directors
Nicola Melchiotti
Chairman
Claudio Cesar Weyne Da Cunha
Vice-president
Juan Carlos Blanco
Alternate Directors
Mónica Diskin
Fernando Carlos Luis Boggini
María Victoria Ramírez
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 0.27%
INVERSORA CODENSA S.A.S.
Company name
Inversora Codensa S.A.S.
NIT 900.351.013-6
Type of Company
Simplified Joint Stock Company
Address
Carrera 13 No. 93-66
Bogotá, Colombia
Telephone
(571) 601 6060
Subscribed and paid-in capital (Thousand
US$)
1.52
Corporate purpose
The company´s purpose is to invest in in
residential public electric utility services,
especially the acquisition of shares in any
public electric utility company or in any other
company that also invests in utilities whose
main purpose is residential electrical energy
services under Law 142 of 1994, or in any
other company that invests in utilities whose
main purpose is residential public electric utility
services.
Core activities
Investment company
Senior Management
David Felipe Acosta Correa
Manager
Leonardo Lopez Vergara
First deputy manager
Juan Manuel Pardo Gómez
Second deputy manager
consortiums and any other kind of association,
and in general, the purchase, sale and
negotiation of securities, shares and all other
kinds of securities and credit documents in any
of the systems or methods created or to be
created.
Core activities
Investment company
Regular Directors
Juan Carlos Blanco
Chairman
Michele Siciliano
Vice-president
Mónica Diskin
Héctor Martín Mandarano
Santiago Matías Sajaroff
Jorge Esteban Ravlich
Alternate Directors
Nicola Melchiotti
Claudio Cesar Weyne Da Cunha
Patricio Javier Cipollone
Sebastián Torres
Alejandro Aníbal Abayu
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Share of the investment of Enel Américas’
assets. 0.05%
SACME S.A.
Company name
Sacme S.A.
Type of Company
Limited Liability Company
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Address
Avda, España 3251
Ciudad Autónoma de Buenos Aires, Argentina
INVERSORA DOCK SUD S.A.
Company name
Inversora Dock Sud S.A.
Type of Company
Limited Liability Company
Address
Avenida Debenedetti 1636 Dock Sud
Avellaneda
Telephone
4229-1000
Subscribed and paid-in capital (Thousand
US$)
13,842.28
Corporate purpose
The company’s purpose is to participate
in companies of any nature, by creating
shareholding companies, transitory company
ventures, collaboration groups, joint ventures,
Telephone
(5411) 4361 5107
Subscribed and paid-in capital (Thousand
US$)
0,20
Corporate purpose
The company´s purpose is to conduct, supervise
and control the operation of electricity generation,
transmission and sub transmission system of
the Federal Capital and Greater Buenos Aires,
and the interconnections with the Argentine
Interconnected System (SADI by its Spanish
acronym). Represent Distribuidora Edenor S.A.
and Edesur S.A. in terms of operations before
the Wholesale Electricity Market Management
Entitiy (Compañía Administradora del Mercado
Mayorista Eléctrico CAMMESA in Spanish).
In general, carry out all the actions necessary
to manage the business correctly, established
for that purpose by the concessionaires in the
electricity distribution and trading in the Federal
Capital and Greater Buenos Aires, as established
In the international public tender for the sale of
20. Identification of subsidiaries and associate companies
199
withdraw, accept, endorse, insure, deduct, and
in general negotiate, securities or any kind of
individual or collective loans; j) enter into any
kind of public or private contracts; k) become
part of , as permitted by law and by-laws,
other companies, to expand or supplement
The company’s purpose, either by subscribing
or acquiring quotas or shares to remain part
of or merge with them; l) enter into contracts
to participate, either actively or passively,
in consortia, temporary companies, joint
ventures and any other legal way of business
collaboration; m) enter into or implement, in
general, any action or contract required to
develop the company’s purpose.
Regular Directors
Lucio Rubio Díaz
Carlos Mario Restrepo Molina
Michele Di Murro
Alternate Directors
Andrés Caldas Rico
Diego Rolando Valderrama
Cecilia Inés del Toro
Senior Management
Carlos Mario Molina
General Manager
Diego Rolando Valderrama First deputy of the
Manager
Cecilia Inés del Toro
Second Deputy of the Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.01%
Class A shares in Edenor S.A. and Edesur S.A.
and applicable regulations.
Core activities
Management, supervision, and control of the
operation of a part of the Argentine electricity
system
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.01%
Regular Directors
Emilio Jiménez
Giuseppe Fanizzi
Daniel Flaks
Eduardo Maggi
Alternate Directors
Fabio Canosa
Vincenzo Ruotolo
Miguel Patricio Farrell
José Luis Marinelli
Senior Management
Francisco Cerar
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
SOCIEDAD PORTUARIA CENTRAL
CARTAGENA S.A.
Company name
Sociedad Portuaria Central Cartagena S.A.
Type of Company
Public Limited Company
NIT 900.325.249-7
Address
Carrera 13 A No. 93-,66, piso 2
Bogotá, D.C. Colombia
Subscribed and paid-in capital (Thousand
US$)
27.31
Corporate purpose
The company’s main purpose is to invest,
construct, and maintain docks and private
and public ports, their management and
operations and the development and operation
of multipurpose ports pursuant to current laws,
among others.
Regular Directors
To be filled from June 2019
Leonardo Lopez Vergara
María Yolanda Cortés Macias
Alternate Directors
Fernando Javier Gutierrez Medina
Luis Fernando Salamanca
Francesco Cirillo
Senior Management
Gustavo Gómez Cerón
General Manager
Oswaldo Rafael Novoa Arroyo
First deputy of General Manager
José Arturo López Rodriguez
Second deputy of General Manager
200
ENEL X COLOMBIA S.A.S.
Company name
Enel X Colombia S.A.S.
Type of Company
Simplified Joint Stock Company
NIT 901.176.579-6
Address
Carrera 13 A No. 93-,66, piso 2
Bogotá, D.C. Colombia
Subscribed and paid-in capital (Thousand
US$)
1.522,17
Corporate purpose
The company´s corporate purpose is to carry
out any legal commercial or civil activity. In
particular, The company may : a) Implement
public lighting projects to modernize,
manage, operate and maintain, expansions,
teleprocessing, collection of inventories,
photometric designs, auditing, among others;
under the different contract modalities with
the state such as concessions, individually
or jointly building strategic alliances; b)
develop electricity engineering projects
of low, medium and high voltage, special
lighting projects, architectural illumination and
Christmas lighting, energy storage projects and
renewable energies through the participation
in public and private tender processes, enter
into contracts with government entities or
companies, of mixed economies or fully
private; c) design, develop, maintain, build
all types of electric installations in industrial
and/or commercial areas and/or free zones.
d) commercialize electric materials, provide
basic and detailed conceptual engineering
services, such as advisory services, studies,
auditing and project supervision; development
and sale of renewable energy projects,
energy intelligence software, operation and
maintenance of public service systems; e)
develop and implement new products and
services related to public and private sectors
need, through the following: 1) use of existing
public lighting infrastructure to leverage
innovation and technology projects (Smart
Cities); 2) urban development projects such
as the installation and maintenance of traffic
lights, traffic signals, bus stops, advertising
and parks among other urban spaces. 3)
implementation of Energy as a Service model,
respond to the demand, increase reliability
of industrial users in the country; f) carry out
every legal action and operation required for
the development of The company’s purpose; g)
acquire and develop goods of any nature, either
movable or immovable properties, corporeal or
incorporeal, required for the development of
the Company´s businesses; h) sell, lease, tax
and manage the Company´s assets; i) issue,
Annual Report Enel Américas 2019 e
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Company name
Transportadora de Energía S.A.
Type of Company
Public Limited Company
Address
Bartolomé Mitre 797, piso 11
Buenos Aires, República de Argentina
Telephone
(5411) 4394 1161
Subscribed and paid-in capital (Thousand
US$)
1.67
Corporate purpose
The company´s purpose is high tension
electricity transmission services linked to both
national and international electrical systems.
For this purpose, the company may participate
in national and international tenders, become
a high-tension electricity transmission utilities
concessionaire, locally or abroad, and carry out
any kind of activity deemed necessary to reach
Its purpose.
Core activities
Electrical energy transmission
Regular Directors
Juan Carlos Blanco (Chairman)
Paolo Giovanni Pescarmona (Vice-president)
Mónica Diskin
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Alternate Directors
Jorge Lemos
Nicola Melchiotti
Claudio Cesar Weyne Da Cunha
Senior Management
Sandro Ariel Rollan
General Manager
Commercial relations
The company has no commercial relations
with Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.03%
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TERMOELÉCTRICA JOSÉ DE SAN MARTÍN
S.A.
TERMOELÉCTRICA MANUEL BELGRANO
S.A.
TESA
Company name:
Termoeléctrica José de San Martín S.A.
Company name:
Termoeléctrica Manuel Belgrano S.A.
Type of Company:
Public Limited Company
Type of Company:
Public Limited Company
Address:
Maipú 757, Piso 9° Ciudad Autónoma de
Buenos Aires, Argentina
Address:
Azopardo 1487, Ciudad Autónoma de Buenos
Aires, Argentina
Telephone:
(54 11) 4117-1011/1041
Telephone:
011 3221-7950
Subscribed and paid-in capital (Thousand
US$):
8,35
Subscribed and paid-in capital (Thousand
US$):
8.35
Corporate purpose
The company´s purpose electricity generation
and its block sale, and particularly the
management of equipment, construction,
operation and maintenance of a thermal
plant as defined in “Final agreement for the
management and operation of projects for the
re-adaptation of the MEM as established by
Resolution SE No. 1427/2004”, approved by
Resolution SE No. 1193/2005.
Corporate purpose.
The company’s purpose is electricity
generation and its block sale and particularly
the management of equipment, construction,
operation and maintenance of a thermal
plant of a thermal plant as defined in “Final
agreement for the management and operation
of projects for the re-adaptation of the MEM as
established by Resolution SE No. 1427/2004”,
approved by Resolution SE No. 1193/2005.
Core activities
Electricity generation. Management services
(purchase of equipment, construction,
operation and maintenance of a thermal power
plant)
Core activities
Electricity generation. Management service
(purchase of equipment, construction,
operation, and maintenance of a thermal power
plant)
Regular Directors:
Jorge Rauber
Chairman
Adrián Salvatore
Vice-president
Michele Siciliano
Mónica Diskin
Guillermo Giraudo
Julián Mc Loughlin
José Manuel Tierno
Gerardo Carlos Paz
Ruben Turienzo
Alternate Directors:
Leonardo Katz
Leonardo Marinaro
Juan Carlos Blanco
Andrea Biasotto
Diego Gabriel Baldassarre
Juan I Castellanos Mon
Sergio Raúl Sánchez
Luis Agustín León Longombardo
Rodrigo Leonardo Garcia
Senior Management
Fernando Rabita
General Manager
Regular Directors:
Andrea Biasotto
Chairman
Mónica Diskin
Vice-president
Julián Mc Loughlin
Guillermo Giraudo
Adrián Gustavo Salvatore
José Manuel Pazos
Gerardo Carlos Paz
Rubén Turienzo
José Manuel Tierno
Alternate Directors:
Juan Carlos Blanco
Michele Sicialiano
Luciano Palombella
Juan I Castellanos Mon
Leonardo Marinaro
Leonardo Katz
Luis Agustín León Longombardo
Rodrigo Leonardo García
Sergio Raúl Sánchez
Senior Management
Francisco Monteleone
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
20. Identification of subsidiaries and associate companies
201
YACYLEC S.A.
Company name
Yacylec S.A.
ENEL X PERÚ S.A.C.
Company name
Enel X Perú S.A.C.
Type of Company
Limited Liability Company
Type of Company
Limited Liability Company
Address
Bartolomé Mitre 797, piso 11º;
Ciudad Autónoma de Buenos Aires, Argentina
Address
Calle César López Rojas 201 Urb, Maranga,
San Miguel
Lima, Perú
Telephone
(51 1) 561 2001
CENTRAL GERADORA FOTOVOLTAICA SÃO
FRANCISCO LTDA
Company name:
Central Geradora Fotovoltaica São Francisco
Ltda
Type of Company:
Limited Liability Company incorporated under
the laws of the Federal Republic of Brazil
Address:
Praça Leoni Ramos nº 01
Parte, São Domingos, Niterói, Rio de Janeiro,
Brasil.
Subscribed and paid-in capital (Thousand
US$)
905,94
Telephone:
(55 21) 2613 7000
Corporate purpose
The company participates in trade, production,
industrialization, assembly, even imports and
exports, for the sale of its own or third -party
products, and services, in general, for the
electricity sector and others.
Core activities
Electricity distribution
Senior Management
General Manager
Alejandro Barragán Osorio
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
Shareholding in Enel Américas S.A.
(Indirect) 99,999967%
Subscribed and paid-in capital (Thousand
US$):
188.67
Corporate purpose:
The company’s purpose is any kind of activities
related to the rental and management of
equipment to produce solar energy, energy
efficiency, electrical infrastructure and others.
Core activities:
Rental and management of equipment to
produce solar energy, energy efficiency,
electrical infrastructure, and others.
Company without a board of directors
Senior Management:
Rafael Felipe Coelho da Silva
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Shareholding of Enel Américas S.A. 0.01%
Telephone
(5411) 4587 4322/4585
Subscribed and paid-in capital (Thousand
US$)
333.97
Corporate purpose
The company´s purpose is the construction,
operation, and maintenance of the first
electrical link between Yacyretá Hydroelectric
Plant and the Resistance Transformation
Station, and electricity transmission services,
including the exploitation under concession as
independent carrier.
Core activities
Electrical energy transport
Regular Directors
Juan Carlos Blanco
Marcelo Daniel Meritano
Juan M. Pereyra
Guillermo Osvaldo Diaz
Eduardo Martin Albarracin
Raffaele Sardella
Luis Juan Bautista Piatti
Santiago Acosta
Mónica Diskin
Oscar Arturo Quihillalt
Sebastian Luis Ferreyra Alternate Directors
Carlos Fernando Bergoglio
Juan José Arena
Nicola Melchiotti
Claudio Cesar Weyne Da Cunha
Mateo Nazzari
Matteo Milanesi
Debora Paula Ureta
Dzeno Schio
Sergio Alejandro Vestfrid
Jorge Alberto Lemos
Robert Ortega
Alberto Esteban Verra
Senior Management
Sandro Ariel Rollan
General Manager
Commercial relations
The company has no commercial relations with
Enel Américas S.A.
202
Annual Report Enel Américas 2019 ENEL TECNOLOGIA DE REDES
S.A (anteriormente ENEL BRASIL
INVESTIMENTOS NORDESTE 82 S.A)
Company name:
Enel Brasil Tecnologia de Redes S.A
Type of Company:
Limited Liability Company.
Address:
Praça Leoni Ramos, nº 1, 7º andar, bloco 2, São
Domingos.
Niterói, Rio de Janeiro.
Telephone:
(21) 2716-1138
Subscribed and paid-in capital (Thousand
US$):
2,49
Corporate purpose:
The company’s purpose is to plan, develop
and implement energy generation, distribution,
transmission or /or marketing activities. In
addition, the shareholding of other companies
operating or established to operate in the
electricity generation, distribution, transmission
and/or marketing segments as a shareholder;
distribute appliances, instruments and
equipment for electricity distribution, measure
and control and sell devices to measure,
distribute and control energy.
Core activities:
Distribution of appliances, instruments and
equipment for the distribution, measurement
and control of energy and trading of devices to
measure, distribute and control energy.
Company without a board of directors
Senior Management:
Antonio Basilio Pires de Carvalho e
Albuquerque (General Manager)
Aurelio Ricardo Bustilho de Oliveira
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
NUXER TRADING S.A (URUGUAY)
Company name:
Nuxer Trading S.A
Type of Company:
Limited Liability Company.
Address:
Avenida Luis Alberto de Herrera, n. 1248, Torre
II, Piso 15, OF 11300, Montevideo, Uruguay.
Telephone: N/A
Subscribed and paid-in capital (Thousand
US$):
2.14
Corporate purpose:
The company’s purpose is to a) industrialize
and trade in all kinds of goods, leases of goods,
works and services in the areas of: food,
household and office items, automotive, bar,
bazaar, rubber, communication, construction,
cosmetics, leathers, sports, publishing,
electronics, electrotechnical, education,
shows, pharmacy, hardware, photography,
hotel, printing, IT, jewelry, toys, wool, laundry,
books, cleaning, wood, machines, maritime
, mechanics, metallurgy, mining, music,
engineering works, optics, paper, perfumery,
fishing, plastics, press, advertising, chemistry,
professional, technical and administrative
services, tobacco, television, textile, transport,
tourism, securities, clothing, veterinary,
glass; (b) imports, exports, representations,
commissions and appropriations; (c) purchase
and sale, leasing, administration, construction
and any kind of real estate transactions; (d)
agricultural development, afforestation, fruit
farming, citriculture and its derivatives; (e)
participation, incorporation or acquisition of
companies operating in the aforementioned
areas.
Core activities:
The company’s activities are indicated above
Company without a board of directors
Senior Management:
Jorge Manuel Cernadas Rivarola
Commercial relations:
The company has no commercial relations with
Enel Américas S.A.
Notes:
1. There are no actions or contracts celebrated
by Enel Américas with its subsidiaries or
associate companies that might significantly
influence its operations and results.
2. With regard to commercial relations, the
future projected links with subsidiaries or
associate companies are part of The company’s
purpose, in particular to provide its subsidiaries
with the financial resources necessary for
the development of their businesses and,
additionally, to provide the subsidiaries with
management, financial, commercial, technical
and legal advisory services; and, in general,
services of any kind that are deemed necessary
for their performance, notwithstanding that
none of these future links are expected to
significantly influence the operations.
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20. Identification of subsidiaries and associate companies
203
204
Annual Report Enel Américas 2019 21.
SIGNIFICANT
EVENTS
21. Significant events
205
2019
Relevant or
Significant Events
7. Appointing an external audit firm pursuant to Title XX-
VIII of Law 18.045.
8. Appointing two Regular and Two Alternate Account In-
spectors and establishing their remuneration.
9. Appointing Private Risk Rating Agencies.
10. Approving the Company´s Investment and Financing
Policy.
11. Dividend Policy Proposal and information on the pro-
cedures to be used in dividend distribution.
12. Information on Board agreements related to actions or
contracts under Title XVI of Law No. 18.046.
13. Information about the costs of processing, printing and
Pursuant to articles 9 and 10, paragraph 2 under Securities
dispatch of information required under Circular No.
Market Law No. 18,045, and as established under General
1.816 of the Superintendency of Securities and Insur-
Norm No. 30 of the Superintendency of Securities and Insur-
ance.
ance (SVS, currently the Financial Market Commission, CMF)
14. Other matters of corporate interest and competence of
we hereby report the following Significant Events:
the Ordinary Shareholders’ Meeting and,
15. Accepting other agreements necessary for the ade-
• On 27 February 2019, the following was reported as a
quate implementation of adopted decisions.
Significant Event:
The Extraordinary Shareholders´ Meeting will be held im-
The Board of Enel Américas S.A. (“Enel Américas” or the
mediately after the Ordinary Shareholders’ Meeting, and
“Company”), in a session held on February 27, 2019, re-
In the same place, putting to vote the capital increase
solved, by the unanimous vote of its members, to sched-
of up to US$ 3,500,000,000 (three billion U.S. dollars),
ule the Company´s Ordinary Meeting and Extraordinary
whose aim is to seize investment opportunities through
Shareholders´ Meeting both to be held on April 30, 2019,
mergers and acquisitions and the purchase of minority
in San Isidro street, No. 74, Borough of Santiago, Santia-
shares as well as provide funds to the subsidiary Enel
go.
Brasil S.A., through a further capital increase in the latter
and/or one or more loans, to permit Enel Brasil S.A. to
The Ordinary Shareholders’ Meeting was scheduled to
repay Enel Finance International N.V. the loan which re-
be held at 9:00 a.m., proposing the following matters to
placed Enel Brasil S.A.´s debts related to the acquisition
be submitted and discussed:
of the Brazilian company Eletropaulo Metropolitana Elet-
ricidade de São Paulo S.A., as well as the restructuring of
1. Approval of the Annual Report, Balance Sheets, Fi-
the Company´s pension funds liabilities and the reduction
nancial Statements, and the reports prepared by Ex-
of contingent funds.
ternal Auditors and Inspectors corresponding to the
accounting year ended on December 31, 2018.
2. Profit distribution and dividend distribution for the
Specifically, the matters to be submitted to the knowl-
year.
edge and decision of the Extraordinary Shareholders’
3. Complete renewal of Board members.
Meeting shall be as follows:
4. Establishing Directors’ remuneration.
5. Establishing the remuneration of the members of
1) Capital increase. The increase of Enel Américas´ cap-
the Directors´ Committee and setting their respective
ital by up to US$ 3,500,000,000 ( three point five bil-
budgets for 2019.
lion US dollars), by issuing the corresponding new
6. The Board´s Expenditure Report and the Annual Re-
payment shares, all of the same series and without
port on the Activity and Expenditure Management of
par value, at the price and other conditions approved
the Directors´ Committee.
by the Extraordinary Shareholders’ Meeting.
206
Annual Report Enel Américas 2019
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The placement price will be calculated based on the
mission and on the local stock exchanges, as well
weighted average price of Enel Américas stock trans-
as the registration of the new shares and the new
actions on the Chilean stock exchanges, correspond-
American Depositary Shares with the Securities and
ing to the five trading days prior to the start date of
Exchange Commission of the United States of Amer-
the first pre-emptive subscription period, with a 5%
ica and New York Stock Exchange (NYSE) of that
discount. For this purpose, the Extraordinary Meet-
country, carry out the appropriate actions to com-
ing shall ask the Company’s Board to calculate the
plete the capital increase and, in general, refine all
placement price, applying the above formula, provid-
other actions related to the capital increase, adopting
ed that the placement is initiated within 180 days of
other agreements necessary to formalize and imple-
the date of the Meeting, pursuant to Article 23 of the
ment the corporate changes in Enel Américas as in-
Law on Joint-stock Companies.
dicated above , with broad powers.
It shall also be established that the offer to place
4) Other matters related to the capital increase. Agree
shares must be made first within the pre-emptive
on other aspects of the described capital increase
subscription period pursuant to Article 25 of the
operation that the shareholders’ meeting should
Law on Joint-stock Companies. The shares not sub-
deem convenient to approve and that are necessary
scribed during this first pre-emptive subscription pe-
or additional to said transaction.
riod and those corresponding to fractions produced
in the apportionment among shareholders, shall be
The fundamentals, terms and conditions related to
offered in a second pre-emptive subscription pe-
the capital increase shall be made available to share-
riod intended only for those shareholders or third
holders on the Company’s website: www.enelameri-
parties who have subscribed shares during the first
cas.com within the time limits established by law.
pre-emptive subscription period, on a pro rata basis
for the shares they have subscribed and paid during
• On March 1, 2019, the following was reported as a Signif-
the said first pre-emptive subscription period , and at
icant Event:
the same price at which they are offered during the
first pre-emptive subscription period.
On March 1, the Significant Event issued on February 27,
2019 received additional information as to the following
2) By-law amendment. Modify Enel Américas´ by-laws
background:
to reflect the agreement related to the capital in-
crease, replacing for this purpose Transitory Articles
1) The amount or percentage of the capital increase
Fifth and First of the by-laws.
to be allocated to investment opportunities through
merger and acquisition operations and the purchase
3) The authority of the Enel Américas´ Board of Direc-
of minority shares.
tors to register new shares in the Securities Register
of the Financial Market Commission and in the lo-
The use of the funds collected via the proposed cap-
cal stock exchanges, to register new shares and the
ital increase Is as follows:
new American Depositary Shares with the Securities
and Exchange Commission of the United States of
• US$ 2,650 million will be allocated to provide funds
America and New York Stock Exchange (NYSE) of
to the subsidiary Enel Brasil S.A. through a further
that country, and other powers related to the capital
capital increase in the latter and/or one or more loans
increase. Permit the Enel Américas´ Board to Imple-
to permit Enel Brasil S.A. to repay Enel Finance In-
ment all necessary actions related to the capital in-
ternational N.V. the loan which replaced Enel Brasil
crease, including requesting the registration of the
SA.´s debts with banks, related to the acquisition
new shares representative of the capital increase in
of the Brazilian Company Eletropaulo Metropolitana
the Securities Register of the Financial Market Com-
Eletricidade de São Paulo S.A. (Eletropaulo).
21. Significant events
207
• US$850 million to restructure Eletropaulo’s pension
The main Pension Fund risks that affect Eletropaulo are
fund liabilities and the reduction of contingent funds
those related to discount rates, mortality tables, and ex-
or litigation provisions in Brazil.
pected rates of return on assets. Actuarial liabilities as
of December 31, 2018 reached US$ 3.3 billion and the
In view of the above, the resources raised through
deficit was US$ 1.0 billion.
the capital increase are not intended to be used in
potential mergers and acquisitions and the purchase
To verify the impact on actuarial obligations in this actuar-
of minority shares, but should this capital increase
ial liability, the table below illustrates a sensitivity analysis
take place, its aim shall be to seize investment op-
of actuarial premises, considering a 0.25% variation in
portunities by strengthening the Enel Américas S.A
the discount rate. The quantitative result on December
balance sheets.
31, 2018 is shown as follows:
2) Type of mergers and acquisitions and the purchase of mi-
nority shares referred to in the Significant Event.
Sensitivity
Impact on the established
benefit
Total liability of the
established benefit
Discount rate
+0.25%
-0.25%
-0.07 Bi USD
+0.07 Bi USD
3.2 Bi USD
3.3 Bi USD
Should the current conditions of the plans be maintained
without taking any action, the deficit will grow because
of increased life expectancy and/or the reduction of the
discount rate of the pension fund’s liability. To mitigate
this exposure, Eletropaulo develops a voluntary migration
plan of the Established Benefit plans that Eletropaulo cur-
rently has for Established Contribution plans, mitigating
deficit risk to increase by actuarial premises in the future,
and the possible restructuring of Eletropaulo’s debt con-
tracts with FUNCESP. This Plan shall be evaluated by the
competent bodies in the coming months.
The contingent funds or litigation provisions in Brazil: the
distributors controlled by Enel Américas S.A. in Brazil,
through Enel Brasil S.A. — Eletropaulo, Enel Distribuicao
Rio, Enel Distribuicao Goias and Enel Distribuicao Ceará
- are engaged in approximately 70,000 litigation cases as
of December 2018. The corporate balance sheets make
provisions for some US$ 600 million. These liabilities,
according to Brazilian rules, are mostly subject to a 1%
monthly upgrade plus inflation-reflecting rates or those
that approach inflation, leading to an excessive financial
burden, and thus they significantly reduce the compa-
nies´ net profit and the distribution of dividends to share-
holders , draining the companies´ cash flows.
Based on the use of “analytics” of the behaviors of the
parties active in mass litigation, a system that can identi-
fy potential agreements with such active parties is being
put in place, and for future cases, aimed at avoiding fur-
ther litigation. This plan requires funding of some US$150
As part of the capital increase purpose indicated in the
Significant Event issued on February 27, 2019, this opera-
tion would place Enel Américas S.A. in a financial position
that would allow it to finance mergers and acquisitions
and to purchase minority shares.
Therefore, the potential mergers and acquisitions and the
purchase of minority shares to be assessed are as fol-
lows:
•
Purchases of minority shares in any of the current
subsidiaries of Enel Américas S.A., which today rep-
resent opportunities for up to US$ 2 billion.
•
Potential acquisitions of companies in the electricity
sector in the markets in which Enel Américas S.A.
participates through its subsidiaries (Argentina, Bra-
zil, Colombia, and Peru).
3) The restructuring of pension funds liabilities and the re-
duction of contingent funds in Brazil.
The restructuring of pension fund liabilities: Eletropaulo
contributes to additional retirement and pension benefit
plans for its current and former employees and benefi-
ciaries, with FUNCESP being the entity responsible for
managing such benefit plans. FUNCESP is Brazil’s largest
private pension fund (the fourth largest, including govern-
ment-controlled pension funds), it has multiple contribu-
tors and manages assets of approximately US$ 7.5 billion
of nearly 50,000 people, of whom 17,000 people are from
Eletropaulo.
208
Annual Report Enel Américas 2019
million which will be allocated to manage agreements
The four risk rating agencies unanimously agreed to rate
and to implement technological platforms. This would
this operation as “credit positive” for Enel Américas, S.A
provide an expected initial benefit of a 30% reduction in
highlighting, among others, the following:
the provided value, and a reduction in the volume of new
litigation cases based on the latest pilot plans implement-
•
“Proposed capital increase of up to US$3.5 billion
ed in 2018.
is credit positive and will help solidify its investment
grade rating”.
4) Financial effects that such capital increase may have.
We can foresee the following financial effects as a result
overall positive impact on Enel SpA’s and Enel Améri-
of the proposed capital increase:
cas’ credit metrics.”
•
“Once completed, the transaction is likely to have an
•
Improved cash flow and profit in Enel Américas S.A.:
•
“Enel Américas’ Potential $3.5 Billion Capital in-
By repaying the debt that Enel Brasil S.A. incurred
crease is Consistent With its Aim to Maintain Strong
with Enel Finance International N.V., restructuring
Financial Profile.”
the liabilities of pension funds and reducing the con-
tingency funds or litigation provisions in Brazil, the
•
“We consider the proposed transaction to be a favor-
financial burden would significantly decrease leading
able development for Enel Américas’ credit quality
to lower financial spending and thus to a greater prof-
because it should strengthen the Company’s short-
it and improved cash flows , both in Brazil and in Enel
term credit metrics.”
Américas, which consolidates the latter.
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• Higher dividends to be received by Enel Américas: in-
Américas as it will reduce leverage”.
creasing profits and improving the cash flow in Enel
Brasil could increase dividend distribution, which, in
•
“This injection of funds is positive for the Company,
turn, would allow Enel Américas S.A. to receive high-
especially for the subsidiary Enel Brasil S.A., which
er dividends.
would lead to greater efficiencies and the deleverage
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Increased creditworthiness: By lowering debt levels,
Enel Américas S.A.’s credit indicators would improve
For further information, the four Press Releases cited above
of the financial profile”.
considerably, allowing it to have greater flexibility to
are attached.
incur debt in financial markets.
(5) Any other information deemed relevant for the correct
understanding and evaluation of the Significant Event.
To complete other information considered relevant to bet-
ter understand the operation, we would like to indicate
that on February 27, 28 and on March 1, the three interna-
tional credit rating agencies covering Enel Américas S.A.
as well as the local agency published their corresponding
Press Releases commenting the operation in question.
The above rating agencies are as follows:
- International: S&P, FITCH Ratings and Moody’s.
- National: Feller Rate
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21. Significant events
209
Bulletin:
Enel Americas' Potential $3.5 Billion Capital
Increase Is Consistent With Its Aim To Maintain
Strong Financial Profile
Primary Credit Analyst:
Candela Macchi, Buenos Aires (54)-11-4891-2110; candela.macchi@spglobal.com
BUENOS AIRES (S&P Global Ratings) Feb. 27, 2019--S&P Global Ratings said today
that its rating and outlook on Chile-based electric power integrated utility,
Enel Americas S.A. (BBB/Stable/--), were unaffected following the announcement
of a $3.5 billion capital increase.
Overall, we view the proposed transaction as a favorable development for the
rating, because the capitalization should alleviate the group's short-term
credit metrics that deteriorated in fiscal 2018 following the acquisition and
integration of Eletropaulo Metropolitana Eletricidade de Sao Paulo S.A.
(Eletropaulo), the largest electric power distributor in Brazil in terms of
revenues and energy distributed. We consider the capital raise to be in line
with the group's commitment to maintaining a healthy financial profile.
Our base-case scenario previously assumed a gradual improvement in the group's
main credit metrics thanks to higher EBITDA, particularly at the newly
acquired entities due to gains in efficiency, but we now expect the recovery
to occur sooner. Our updated forecast indicates that pro forma after the
capitalization, adjusted debt to EBITDA should trend down to around 1x by the
end of 2019, a similar level prior to Eletropaulo's acquisition, from 2.3x in
2018. This expected level is now more comfortably aligned with our expected
range for the rating. Previously, we expected this to occur only by 2021. In
addition, we expect the capitalization and a less leveraged balance sheet to
allow Enel Americas to seek new investment opportunities in the region in the
upcoming years through either buyouts of minority investors or privatizations
WWW.STANDARDANDPOORS.COM/RATINGSDIRECT
FEBRUARY 27, 2019 1
210
Annual Report Enel Américas 2019 Bulletin: Enel Americas' Potential $3.5 Billion Capital Increase Is Consistent With Its Aim To Maintain Strong
Financial Profile
and consolidations. Given that we consider the capital increase to be in line
with the group's strategy and our updated forecast for metrics to be aligned
with historical levels, there's no impact on our current assessment of Enel
Americas' credit quality. However, if the group further deleverages in the
following years and continues to consolidate its asset base, an upgrade is
possible.
The capitalization will be discussed during an extraordinary shareholders'
meeting on April 30, 2019, and if approved, it will likely be completed during
the second half of 2019. According to the group's information, it will use
proceeds to repay a $2.65 billion short-term intercompany loan from Enel
Finance International that was used to acquire Eletropaulo and to repay some
other obligations at the Brazilian subsidiaries, including pension liabilities
at Eletropaulo and other contingencies for around $850 million. As a result of
the plans for proceeds, we expect a significant deleveraging and optimization
of the Brazilian assets that should bolster dividend distributions to the
ultimate holding company starting in the third quarter of 2019.
The group announced the capital increase in conjunction with its 2018 results,
which highlighted Enel Americas' continued robust operating performance,
including a 14% rise in EBITDA over the prior comparable period.
This report does not constitute a rating action.
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FEBRUARY 27, 2019 2
21. Significant events
211
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FEBRUARY 27, 2019 3
212
Annual Report Enel Américas 2019 2/28/2019
Fitch Connect - Fitch Solutions
28 Feb 2019 Comment
Fitch Ratings: Enel Americas' Proposed USD3.5B Capital
Increase a Credit Positive
Fitch Ratings-New York-28 February 2019: Fitch Ratings believes Enel Americas'(BBB+/Stable) proposed capital
increase of up to USD3.5 billion is a credit positive and will help solidify its investment grade rating. Proceeds
from the proposed capital increase, to be executed as a rights offering, will be used to provide Enel Brasil S.A.
with funds to prepay the USD2.65 billion intercompany loan between Enel Brasil and the funding vehicle of the
parent Enel S.p.A. (A-/Stable), Enel Finance International NV. The company expects to use the approximately
USD850 million remaining for pension obligations and other contingencies in Brazil.
Fitch believes the completed transaction will solidify Enel Americas investment grade credit profile. It will also
ratify Enel S.p.A.'s very strong commitment toward Enel Americas, demonstrating the strategic importance of
Enel Americas to the overall group.
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Fitch estimates that successful completion of the capital increase would result in pro-forma Net debt to EBITDA
for 2019 of approximately 1.0x for Enel Americas. We believe a successful issuance will provide the company
greater flexibility to continue exploring its inorganic growth initiative, which includes acquiring minority interest in
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Fitch expects Enel S.p.A will maintain at least its existing 51.8% stake in Enel Americas and will contribute cash
to the capital increase. At a consolidated level, the transaction will bring a cash inflow related to the equity
injected by Enel Americas' minority shareholders.
Although Fitch does not expect a sizeable benefit to Enel America's consolidated ratios (up to 0.1x reduction for
FFO net adjusted leverage), the transaction reinforces our view of the company's strategy as well balanced
between pursuing growth and keeping a moderate leverage for the main subsidiaries and the whole group.
Based on Enel S.p.A.'s latest business plan, their total activities in Latin America should increase their
contribution to the group's EBITDA to 35% in 2021 from 29% in 2018.
On Feb. 27, 2019, Enel Americas announced a capital increase of up to USD3.5 billion to be executed as a
rights offering in the Santiago Stock Exchange, Electronic Stock Exchange and CMF, concurrent with the U.S.
SEC registration of American depositary shares (ADS), which trades on the NYSE. The price setting mechanism
is a risk offer price equal to a five-day volume weighted average price of common shares minus a 5% discount.
The transaction will proceed upon the approval by shareholders in the scheduled extraordinary shareholders
meetings on April 30, 2019. Upon approval, a mandatory pre-emptive rights period (PRP) will be held for 30 days
in Chile, followed by an extended PRP to American depositary receipts (ADR) holders, which is expected to start
in June ending in August 2019, and the rump placement will end in September.
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2/28/2019
Fitch Connect - Fitch Solutions
Contact:
Enel Americas
Saverio Minervini
Director
+1-212-908-0364
Fitch Ratings, Inc.
33 Whitehall Street
New York, NY 10004
Jose Ramon Rio
Associate Director
+56-2-2499-3316
Enel S.p.A/ Enel Finance International NV
Principal Analyst
Pilar Auguets
Senior Director
+34 93 467 8747
Supervisory Analyst
Antonio Totaro
Senior Director
+39 02 879 087 297
Fitch Italia S.p.A.
Via Morigi 6
20123 Milan
Media Relations: Elizabeth Fogerty, New York, Tel: +1 212 908 0526, Email:
elizabeth.fogerty@thefitchgroup.com
Additional information is available on www.fitchratings.com
ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE
READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK:
HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION, RATING
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Annual Report Enel Américas 2019
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DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC
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Ante el anuncio de un eventual aumento de capital por
US$ 3.500 millones en Enel Américas, Feller Rate ratifica
sus clasificaciones de riesgo.
ENEL AMERICAS S.A.
COMUNICADO DE PRENSA
Solvencia
Perspectivas
Dic. 2018
AA-
Estables
Feb 2019
AA-
Estables
Contacto: Nicolás Martorell / nicolas.martorell@feller-rate.cl; Camila Sobarzo / camila.sobarzo@feller-rate.cl
SANTIAGO, CHILE – 28 DE FEBRERO DE 2019. Ante un eventual aumento de capital, Feller Rate ratificó en “AA-” las
clasificaciones de la solvencia, los bonos y las líneas de bonos de Enel Américas S.A. A la vez, confirmó la clasificación de sus
acciones en “Primera Clase Nivel 2” y la de sus líneas de efectos de comercio en “Nivel 1+/AA-”. Las perspectivas de la
clasificación se mantienen “Estables”.
El 27 de febrero de 2019, a través de un Hecho Esencial, Enel Américas convocó a una Junta Extraordinaria de Accionistas -a
realizarse el día 30 de abril- para votar por un nuevo aumento de capital de US$ 3.500 millones, mediante nuevas acciones de
pago. Este tiene como objetivo prepagar cerca de US$ 2.650 millones de deuda con empresa relacionada (Préstamo
financiero otorgado por Enel Finance International usado para la adquisición de Electropaulo y el prepago de deuda de filial
brasileña) y subsanar contingencias ligadas al pago de pensiones en Brasil por US$ 850 millones. Cabe destacar que, si este
aumento de capital fuese aprobado, la operación se llevaría a cabo hacia el segundo semestre de este año.
Feller Rate ve como positiva esta inyección de fondos para la compañía, en especial para la filial Enel Brasil S.A., lo que
resultaría en mayores eficiencias y en un desapalancamiento del perfil financiero, el cual se ha visto presionado en 2018 ante
de adquisición de Electropaulo y mayores costos financieros ligados al encarecimiento de créditos en ese país. De hecho, el
indicador deuda financiera neta / ebitda alcanzó 2,1 veces a diciembre de 2018 (1,2 veces en 2017), a pesar del aumento del
ebitda de un 15%. Asimismo, este aumento de capital es consistente con el compromiso de la firma de mantener un perfil
crediticio equilibrado, donde el indicador deuda financiera neta / ebitda llegaría a 1,0 veces después de la operación.
No obstante, a pesar de una mejora relativa de los indicadores crediticios en plazos menores a los esperados inicialmente, la
compañía mantiene la intención de potenciar el negocio en la región, aprovechando nuevas oportunidades de fusiones,
adquisiciones y compras de minoritarios. De esta forma, Feller Rate espera que el financiamiento de estas eventuales
operaciones sea a través de nuevo endeudamiento y fondos propios, manteniendo la expectativa que la compañía mantendrá
un indicador de deuda financiera neta / ebitda con un máximo de 2,5 veces, en línea con la categoría asignada.
Además, será relevante la materialización de las expectativas de mejora económica tanto en Brasil como en Argentina, países
con importantes desafíos que se encuentran clasificadas en “B/Estables” y “BB-/ Estables” por agencias internacionales, donde
para Enel Américas tienen una importancia relevante.
El significado detallado de todas las categorías de clasificación está disponible en www.feller-rate.cl en la sección Nomenclatura
Las clasificaciones de riesgo de Feller Rate no constituyen, en ningún caso, una recomendación para comprar, vender o mantener un determinado instrumento. El análisis no es el resultado
de una auditoría practicada al emisor, sino que se basa en información pública remitida a la Comisión para el Mercado Financiero en aquella que voluntariamente aportó el emisor, no siendo
responsabilidad de la clasificadora la verificación de la autenticidad de la misma.
www.feller-rate.com
220
Annual Report Enel Américas 2019
• On April 10, 2019, the “Comunicato Stampa” by our parent Company, Enel SpA. was issued reporting having increased its
shareholding in Enel Américas S.A. by 4.62% and having reached 56.42% of the Company.
The same “Comunicato Stampa” and in relation to the current capital increase, announced in a Significant Event issued
on February 27, 2019, supplemented by a Significant Event issued on March 1, 2019, that Enel S.p.A reported its intention
to vote in favor of its approval at the Extraordinary Shareholders’ Meeting to be held on April 30, 2019; Enel S.p.A also
stated its intention to approve the capital increase and subject to market conditions, to subscribe the shares issued by
Enel Américas, in proportion to its current shareholding, i.e. 56.42%, through the exercise of the pre-emptive subscription
rights.
More details in the “Comunicato Stampa” as attached:
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• On April 25, 2019, the following was reported as a Signif-
dred and four thousand four hundred and twenty-four US
icant Event:
dollars) divided into 76,182,430,202 common, nominative
shares, all of the same series and without par value.
The Enel Américas´ Board, in a session held on April 25,
2019, unanimously resolved to suggest the following
All the new payment shares will preemptively be offered
adjustments in relation to the capital increase to be dis-
to shareholders on a pro rata basis for the shares they
cussed at the Company´s Extraordinary Shareholders’
hold in their name in the Enel Américas Shareholders
Meeting to be held on April 30, 2019, at San Isidro Street,
Register at midnight on the fifth business day prior to
No. 74, the Borough of Santiago, Santiago , immediately
the date of publishing the notification that initiates the
after the Ordinary Shareholders’ Meeting.
pre-emptive subscription period.
After intense financial market activity and having ob-
We therefore inform that by communication dated April
tained sufficient information from the market, to secure
10, 2019, reported In a Significant Event issued on the
the greatest possible support for the transaction, we
same date, the Company’s controlling shareholder, Enel
suggest that shareholders should agree on the sum of
SpA, expressed its intention, subject to market condi-
US$3,000,000,000 (three billion US dollars), as the cap-
tions, to subscribe all the corresponding shares according
ital increase amount whose aim Is to permit Enel Bra-
to their shareholding.
sil S.A. to repay the Enel Finance International N.V. loan
which replaced Enel Brasil S.A.´s debts with banks, relat-
The shares not subscribed during this first pre-emptive
ed to the acquisition of the Brazilian Company Eletropau-
subscription period and those corresponding to frac-
lo Metropolitana Eletricidade de São Paulo S.A., as well
tions produced in the apportionment among sharehold-
as to restructure the Company´s pension funds liabilities.
ers, shall be offered for a period of 24 days in a second
The resulting improvement of the Company’s wealth
pre-emptive subscription period intended only for those
structure will permit it to seize investment opportunities
shareholders or third parties who have subscribed shares
through mergers and acquisitions and to purchase minori-
during the first pre-emptive subscription period, on a pro
ty holdings.
rata basis at the same price at which they are offered
during the first pre-emptive subscription period and on a
• On April 30, 2019, the following was reported as a Sig-
pro rata basis for the shares which they have subscribed
nificant Event:
and paid for during that first pre-emptive subscription pe-
The Extraordinary Shareholders’ Meeting of Enel Améri-
riod.
cas S.A. (“Enel Américas” or the “Company”) held on
The new shares issued under this capital increase must
April 30, 2019, approved the US$3,000,000 (three billion
be fully subscribed and paid within one year from the
U.S. dollars) capital increase by issuing 18,729,788,686
date of the Extraordinary Meeting and the Board of Enel
new payment shares with the same characteristics as
Américas shall be authorized to refrain from the collec-
the existing ones
tion of the amounts due at said expiration, in which case
the capital will be reduced in full right from the amount
The purpose of the referred to capital increase is to per-
actually paid at the expiration of the indicated period.
mit the subsidiary Enel Brasil S.A. to repay the Enel Fi-
nance International N.V. loan which replaced Enel Brasil
• On April 30, 2019, the following was reported as a Signif-
S.A.´s debts with banks, related to the acquisition of the
icant Event:
Brazilian Company Eletropaulo Metropolitana Eletricidade
de São Paulo S.A., as well as to restructure the Compa-
The Ordinary Shareholders’ Meeting held on April 30,
ny´s pension funds liabilities. The resulting improvement
2019, agreed to distribute the mandatory minimum div-
of the Company’s wealth structure will permit it to seize
idend ( from which the interim dividend paid in January
investment opportunities through mergers and acqui-
2019 will be deducted) and an additional dividend, which
sitions and to purchase minority holdings. This way, the
jointly totals US$ 480,552,341 (four hundred and eighty
Company’s capital shall reach US$9,763,204,424 (nine
million five hundred and fifty-two thousand three hundred
thousand seven hundred and sixty-three million two hun-
and forty-one US dollars) equivalent to US$0.008364 per
share.
21. Significant events
223
Since the above-mentioned Provisional Dividend No.
of the Board of Directors, the Company´s Directors´
98 has already been paid, the remaining Final Dividend
Committee appointed Mr. Hernán Somerville Senn
No. 99 totaling US$ 403,652,031.5 equivalent to US$
as Chairman of that corporate body and Mr. Domingo
0.007026 per share shall be distributed and paid. Said div-
Valdés Prieto as Secretary.
idend will be paid in Chilean pesos, legal tender currency,
according to the exchange rate of the Observed Dollar
• On May 16, 2019, the following was reported as a Signif-
published in the Official Journal on May 10, 2019.
icant Event:
• On April 30, 2019, the following was reported as a Signif-
The Board of Directors of Argentina’s subsidiary Empresa
icant Event:
Distribuidora Sur S.A. (“Edesur”) has decided to call for
an Extraordinary General Shareholders´ Meeting for June
1. At the Ordinary Shareholders’ Meeting of Enel
14, 2019, to ratify the following agreements reached by
Américas S.A. held on April 30, 2019, the Company´s
that subsidiary with the Argentine National State:
new Board of Directors was elected for a three-year
period and consists of the following persons:
1. As part of the transfer of the public electricity dis-
Mr. Francisco de Borja Acha Besga
Mr. José Antonio Vargas Lleras
Mr. Livio Gallo
Mr. Enrico Viale
tribution service granted by the National State in fa-
vor of Edesur to the jurisdiction of the Province of
Buenos Aires (the “Province”) and the Autonomous
City of Buenos Aires (“CABA”), as of May 10, Edesur
signed an Agreement implementing such transfer
Mr. Hernán Somerville Senn (Independent proposed
(“the Agreement”), which must be ratified by the
by the controlling entity)
Shareholders’ Meeting. The Agreement indicates
Mr. Patricio Gómez Sabaini (Independent proposed
that the Province and the CABA would jointly take on
by the controlling entity)
the status of the Granting Power of the public service
Mr. Domingo Cruzat Amunátegui (Independent pro-
provided by the Company, and that it would continue
posed by the AFPs).
to be governed by its concession contract and by the
applicable national legal and regulatory norms. The
2. At the ordinary session of Enel Américas S.A.´s Board
agreement also provides for the creation of the new
of Directors also held on April 30, 2019 and following
regulator: Metropolitan Electrical Service Regulator
the aforementioned meeting, Mr. Francisco de Borja
(Ente Metropolitano Regulador del Servicio Eléctrico
Acha Besga was elected as Chairman of the Board
- EMSE), as a bipartite body made up of the Province
of Directors and of the Company and Mr. Domingo
and the CABA. The Agreement shall enter into force
Valdés Prieto was elected Secretary of the Board of
once ratified by the Provincial Executive Branch and
Directors.
the CABA Legislature.
3. Furthermore, said Board of Directors appointed the
Directors´ Committee pursuant to Law 18.046 on
2. Edesur also signed an agreement on the Regulariza-
Joint Stock Companies and the Sarbanes-Oxley Act,
tion of Liabilities, with the Ministry of Energy – act-
whose members are as follows: Directors Hernán
ing on behalf of the National State – under which all
Somerville Senn, Patricio Gómez Sabaini and Do-
outstanding reciprocal claims from the 2006-2016
mingo Cruzat Amunátegui. Pursuant to Circular No.
transition period shall be considered terminated. Ac-
1.956 of the Financial Market Commission we hereby
cording to this agreement, which must be ratified by
report that all members of said Committee are inde-
Edesur´s Shareholders’ Meeting, Edesur must, on
pendent directors. The Company´s Board of Direc-
the one hand, pay outstanding debts arising during
tors appointed Mr. Hernán Somerville Senn as Enel
the above-mentioned transition period; and, at the
Américas S.A Directors´ Committee Financial Expert.
same time, must implement investments addition-
al to those established in the Comprehensive Tariff
4. At the same time, during the regular session held
Review, aimed at contributing to the improvement,
today and following the above mentioned session
reliability and security of the service.
224
Annual Report Enel Américas 2019
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The total amount committed by Edesur under this
At the same time, the economic and financial im-
Agreement will be approximately $9.5 billion Argen-
pacts of the agreement will be extended for the peri-
tine pesos. At the same time, the National State will
od of five to seven years, as relevant.
compensate the Company, for debts for mutual loans
and energy purchases, social debts Incurred in 2017
3.
Items of assets and liabilities involved in said agree-
and 2018, and forgo the sanctions whose destination
ment and their respective amount as of March 31,
was Public Administration. The total amount com-
2019.
mitted by the National State under this Agreement
is approximately $10.2 billion Argentine pesos. As
The liabilities involved in the agreement present a
a result of the consolidation of assets and balance
balance of $ 20.2 billion of Argentine pesos as of
sheets that the latter agreement involves, Edesur
March 31, 2019.
shall accept the payment of the corresponding taxes
of approximately $2.8 billion Argentine pesos.
4. Financial effects that such agreement will have on
Once these agreements have been ratified by Ede-
sur´s Extraordinary General Shareholders Meeting, it
Edesur undertakes, on the one hand, to pay off the
will be reported in due time in a relevant Significant
remaining debts stemming from the 2006-2016 tran-
profit and cash flows.
Event.
sition period and, at the same time, to implement
investments additional to those established in the
• On May 20, 2019, the following was reported as a Signif-
Comprehensive Tariff Review, aimed at improving
icant Event:
service reliability and security for the amount of ap-
proximately $ 9.5 billion Argentine pesos.
The following information supplements the Significant
Event issued on May 16, 2019 with the following informa-
At the same time, the National State shall compen-
tion:
sate the Company, for debts for mutual loans and en-
ergy purchases and social liabilities incurred in 2017
1. The amount to be allocated for additional invest-
and 2018, and forgo the sanctions whose destination
ments and the nature of such investments.
is the Public Administration. The amount committed
by the National State under this agreement is approx-
The amount allocated to investments is approximate-
imately $ 10.2 billion Argentine pesos.
ly $ 4.2 billion Argentine pesos to be invested in up to
5 years. The plan is focused on improving the reliabil-
Furthermore, as a result of the consolidation of as-
ity and safety of the system as a whole, improving
sets and balance sheets that the latter agreement
high, medium and low voltage facilities, change of
involves, Edesur will accept the payment of the cor-
technology, such as the implementation of smart me-
responding taxes for the amount of approximately $
ters (pilot project), as well as improving commercial
2.8 billion Argentine pesos.
and technical physical facilities, the implementation
of new commercial, technical and administrative-fi-
5. Any other information deemed relevant to correctly
nancial systems of Empresa Distribuidora Sur S.A.
understand and evaluate the Significant Event.
(“Edesur”) and finally , the expansion of the opera-
tional fleet of heavy vehicles, among others.
The agreements to be ratified by Edesur’s Extraor-
dinary General Shareholders´ Meeting, according to
2. Estimated timeframe for the “Agreement on Liability
preliminary estimates, will have a positive impact on
Regularization”.
its 2019 operational income of approximately $ 9.98
billion of Argentine pesos.
The completion of the formal aspects of the agree-
ment will be done throughout June 2019, with the
ratification of the agreement by the Extraordinary
Shareholders´ Meeting of the subsidiary Edesur.
21. Significant events
225
• On June 11, 2019, the following was reported as a Signif-
installments of $ 300 reais million, the first one 12
icant Event:
months after the payment of the first installment;
and (iii) the last payment of $ 250 million reais, 48
On June 10, 2019, the Brazilian subsidiary Eletropaulo
months after the date of the first payment;
Metropolitana Eletricidade de São Paulo S.A. (“Enel Dis-
tribuição São Paulo”) published the attached Press Release
(b) Payments to the legal counsel: (i) 50% after judicial
for the market, in addition to a Significant Event issued by
approval of the agreements with Eletrobras and the
that Company on March 9, 2018 in the Republic of Brazil,
legal counsel, whichever occurs last; and (ii) payment
where it reports the agreements signed by that subsid-
of the balance at the end of 60 months from the first
iary and Eletrobras Centrais Elétricas S.A. (“Eletrobras”)
payment; And
and their legal counsel (the “Agreements”) , in order to
terminate a dispute (case No. 001002119.1989.8.19.0001
c) Payments will be adjusted according to CDI (inter-fi-
- “the Litigation”) involving Eletrobras, Companhia de
nancial deposit rate) + 1% as of January 31, 2018, to
Transmissão de Energia Elétrica Paulista (“CTEEP”) and
the effective date of payment of each installment.
Enel Distribuição São Paulo.
As reported in the attached Press Release, pursuant to
and June 10, 2019, respectively, the conditions to initiate
the Agreements and notwithstanding any appeal actions
the payments were met and Enel Distribuição São Paulo
against CTEEP, Enel Distribuição São Paulo undertook to
paid the first installment under said agreements and duly
Once the agreements were approved on April 25, 2019
disburse $ 1.5 billion reais, to pay off the debt associated
adjusted on June 10, 2019.
with the litigation, of which $ 1.4 billion reais are to be
paid in favor of Eletrobras and $100 million reais in legal
The above-indicated agreements are duly provisioned in
costs, according to the following conditions:
the Consolidated Financial Statements of Enel Américas
from the date on which it was acquired and in control of
(a) Payments to Eletrobras: (i) $ 250 million reais after
Enel Distribuição São Paulo.
judicial approval of the Agreements with Eletrobras
and the lawyers, whichever occurs last; (ii) 3 annual
226
Annual Report Enel Américas 2019
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21. Significant events
227
• On June 18, 2019, the following was reported as a Significant Event:
The Press Release addressed to the National Securities Commission of the Republic of Argentina, issued on June 18, 2019
by the Argentine subsidiary Empresa Distribuidora Sur S.A. (“Edesur”). As indicated in that Press Release said subsidiary
concluded its Extraordinary Shareholders Meeting in which the agreements reached by that subsidiary with the Argentine
National State were ratified and subsequently informed in detail to the market by Enel Américas S.A. as a Significant Event
via Press Releases issued on May 16 and May 20, 2019.
228
Annual Report Enel Américas 2019
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21. Significant events
229
230
Annual Report Enel Américas 2019 • On June 26, 2019, the following was reported as a Signif-
• On June 26, 2019, the following was reported as a Signif-
icant Event:
icant Event:
At the Company´s Board of Directors meeting held on
On June 26, 2019, our subsidiary, Enel Brasil S.A., filed
June 26, 2019, this corporate body, in use of the author-
with the Comissáo de Valores Mobiliários (“CVM”) of
ity conferred by the Board, agreed that the subscrip-
Brazil a request for the registration of the public offer for
tion price of each of the 18,729,788,686 new shares
the acquisition of shares of the subsidiary Eletropaulo
to be offered pre-emptively to the Company´s share-
Metropolitana Eletricidade de Sáo Paulo S.A. (“Eletro-
holders, both in the first and second periods , shall be
paulo”), to cancel the registration of that Company as a
US$0.162108214203236 per share.
Publicly Traded Company under category A (for shares
and liabilities) , and to be registered with the CVM under
Pursuant to the Board’s resolution, the 18,729,788,686
category B (liabilities only). The destination of the offer
new shares must be paid in cash at the time of subscrip-
shall be ordinary shares issued by Eletropaulo in circula-
tion, in US dollars or, its equivalent in Chilean pesos, legal
tion, corresponding to 4.056% of the total shareholding
tender currency, according to the exchange rate of the
capital of that Company, that is to say, for all the ordinary
“Observed Dollar” as published by the Central Bank of
shares of Eletropaulo issuance, which are not directly or
Chile in the Official Journal on the date of the respective
indirectly owned by Enel Brasil, or related persons, and
payment.
different from its own shares in the treasury.
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Further details of the operation are described in the Fato
Relevante issued by Eletropaulo, as attached.
The financial effects of such a transaction are not quanti-
fiable as of this date.
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21. Significant events
231
232
Annual Report Enel Américas 2019 e
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21. Significant events
233
• On June 28, 2019, the communication issued as a Sig-
the local and in the US markets, a total of 18,224,843,129
nificant Event by our parent Company Enel SpA where
shares were subscribed and paid, 97.3% of the total new
the Company informed the market about its plans to in-
shares issued and related to the aforementioned capital
crease its stake in Enel Américas S.A. (“Enel Américas”)
increase, for a total amount of US$2,954,396,773, with
by up to 5%, in addition to its current shareholding, to-
504,945,557 new shares, for the total amount of approx-
taling 56.8%. Therefore, Enel SpA has entered into two
imately US$81,855,822 remaining and awaiting subscrip-
swap agreements with a financial institution to acquire
tion and payment.
common shares and American Depositary Shares (ADS)
issued by Enel Américas, including the acquisition and ex-
As authorized by the Board, the Company shall carry out
ercise of preemptive rights corresponding to the Compa-
a second pre-emptive subscription period, in which it will
ny’s ongoing capital increase. Further details can be found
offer the shares not subscribed during the first pre-emp-
in the aforementioned communication, as attached.
tive subscription period and those corresponding to the
The financial effects of such a transaction are not quanti-
shareholders. The second pre-emptive subscription peri-
fractions resulting from the apportionment among the
fiable as of this date.
od in Chile will last for 24 days and the new shares will
be offered at the same price at which they were offered
• On July 30, the following was reported as a Signifi-
during the first pre-emptive subscription period, that is to
cant Event:
say, at a price of US$0.162108214203236 per share.
July 26, 2019 was the final day of the first preemptive op-
These new shares must be paid in cash at the time of
tion period to subscribe the 18,729,788,686 new payment
subscription, in US dollars or, in their equivalent in Chil-
shares issued from the capital increase agreed at the
ean pesos, legal tender currency, according to the ex-
Company’s Extraordinary Shareholders´ Meeting held on
change rate of the “Observed Dollar” published by the
April 30, 2019 (the “Meeting”). During said period, both in
Central Bank of Chile in the Official Journal on the date of
the respective payment.
234
Annual Report Enel Américas 2019
The second pre-emptive subscription period in Chile shall
Company´s shareholders will be offered 504,945,557
start on August 6, 2019, in which only those shareholders
new payment shares and will be entitled to subscribe
or their assignees will be entitled to participate who have
0.0277064418840738 new shares for each share they
subscribed and paid shares during the first pre-emptive
have subscribed and paid for during the first pre-emptive
subscription period and are shareholders of the Company
subscription period.
at midnight on the fifth business day preceding the start
of the second pre-emptive subscription period in Chile.
• On August 5, 2019, the following was reported as a Sig-
Within the second pre-emptive subscription period, the
nificant Event:
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21. Significant events
235
On August 2, 2019, Enel Américas subscribed and paid
On September 12, 2019, the following was reported as a
a capital increase in its subsidiary Enel Brasil S.A. (“Enel
Significant Event:
Brasil”), for the amount of up to $9,475,000,000 reais
equivalent to approximately US$ 2,516,266,100, thus
At an extraordinary session of the Company’s Board of
permitting Enel Brasil to pay off the short-term loans
Directors held on September 12, 2019, this corporate
the Company Incurred from financiers, to repay the debt
body agreed to refrain from placing the 96,119,166 shares
that Enel Brasil incurred with Enel Finance International
issued in the Capital increase up to approximately 0.51%
N.V. With this transaction one of the uses of the funds
of the total shares issued and which were pending sub-
obtained from the capital increase has been met as ap-
scription and payment after the end of the second pre-
proved by the Extraordinary Shareholders’ Meeting held
emptive offer period. Thus, as agreed by the Board, once
on April 30, 2019.
the 1-year deadline as of April 30, 2019 is met, the Com-
pany´s capital will be reduced to the amount actually paid
Because of the repayment of Enel Brasil’s debt, the
at the expiration of the period indicated above.
Company´s financial burden will be significantly eased,
leading to lower financial expenses and thus increased
• On November 25, 2019, the following was reported as a
profits and possible improvements in cash flow, both in
Significant Event:
Enel Brasil and Enel Américas that consolidates the latter.
• On September 2, 2019, a Significant Event reported
held on November 25, 2019, unanimously agreed to pay
a capital increase agreed at the Company’s Extraordinary
a Provisional Dividend of US$ 0.00161991859562863 per
Shareholders’ Meeting held on April 30, 2019 (the “Meet-
share, corresponding to the 2019 financial year profits,
ing”) and registered in the CMF Securities Register under
payable on January 24, 2020. This amount corresponds
The Board of Enel Américas S.A, in a regular session
No. 1083 (the “Capital increase”):
to 15% of Enel Américas’ net profits as of September 30,
2019, established on the basis of the Company’s Financial
Between August 6 and 29, 2019, the Company de-
Statements on that date.
clared the second preemptive period aimed at subscrib-
ing 504,945,557 shares issued in the Capital increase.
Said dividend shall be paid in Chilean pesos, legal tender
During that period, both in the local and US markets, a
currency, according to the exchange rate of the Observed
total of 408,826,391 shares, representative of approxi-
Dollar as published in the Official Journal on January 17,
mately 80.96% of the total shares offered in that peri-
2020.
od, were subscribed, and paid raising approximately US$
66,274,116.
• On November 26, 2019, the following was reported as a
Significant Event:
This way, the Company has successfully completed the
first and second Capital increase preemptive offer peri-
The Company’s Board of Directors, held on November 25,
ods having subscribed a total of 18,633,669,520 shares,
2019, approved Enel Américas´ 2020-22 Strategic Plan.
representative of 99.49% of the total shares issued in
the capital increase, for a total amount of approximately
The macro elements of the Strategic Plan provide a cu-
US$3,020,670,890, reaching the amount approved by the
mulative EBITDA of approx. US$ 15.2 billion and a cu-
Board.
mulative CAPEX of approximately US$ 5.3 billion for the
After the end of the first and second preemptive offer
periods, a total of 96,119,166 new shares were left un-
Given that the contents of the aforementioned Strategic
subscribed. As authorized by the Board, the remaining
Plan obey and are based on hypothetical projections that
shares may be offered by the Company’s Board to share-
may or may not be verified in the future, their effects are
holders or third parties, under conditions and prices other
not quantifiable as of this date.
2020 – 2022 triennium.
than those of the first preemptive subscription offer, pro-
vided that these offers to shareholders or third parties are
carried out in Chilean stock exchanges, which, if any, will
be informed to the market in a timely manner.
236
Annual Report Enel Américas 2019
• On November 27, 2019, the following was reported as a
(b) Redemption Price: the price to be paid per share shall
Significant Event:
be $ 49.46 reais, an amount equal to the per-share
price paid in the Public Offer for the Acquisition of
As part of the public offer to acquire shares submitted
Shares updated by the SELIC rate published by the
by our subsidiary, Enel Brasil S.A., related to the shares
Central Bank of Brazil as of the date of the auction
of the subsidiary Eletropaulo Metropolitana Eletricidade
until the effective payment date of the redemption
de São Paulo S.A. (“Eletropaulo”) said shares were auc-
price.
tioned on November 21. At the auction Enel Brasil ac-
quired 2,959,302 shares corresponding to 1.48% of the
(c) Date of Payment: December 5, 2019.
Company’s total shareholding equity making Enel Brasil
the owner of 192,282,847 shares (equivalent to 95.9%
These transactions will permit Eletropaulo to remain reg-
of Eletropaulo´s total shares). The settlement of this
istered with the Securities and Commission (CVM) ex-
transaction was verified on November 25, at the value of
clusively in Category B (reserved for debt issuance) and
$49.39 reais per share. The total transaction was $ 146.2
to cancel its registration in Category A (for shares and
million reais.
debts).
On November 27, 2019, at the General Shareholders´
Enel Brasil has financed the above-mentioned operations
Meeting and pursuant to the corporate rules of the Re-
with the Company´s available cash.
public of Brazil, Eletropaulo approved the redemption of
all the Company’s shares issued and in circulation, in ac-
Further details of the operation described above can be
cordance with the following terms and conditions:
found in the Fato Relevante issued by Eletropaulo yester-
(a) Share Redemption: all of the Company’s 5,174,050
day as attached.
outstanding shares, representing 2.58% of its share-
The financial effects of such a transaction are not quanti-
holding capital.
fiable as of this date.
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21. Significant events
237
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Annual Report Enel Américas 2019 e
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Annual Report Enel Américas 2019 e
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Annual Report Enel Américas 2019 22.
STATEMENT OF
RESPONSIBILITY
22. Statement of responsibility
243
244
Annual Report Enel Américas 2019 f
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Statement of
Responsibility
The Directors of Enel Américas S.A. and the General Manger, signatories of this statement, are responsible under oath for the
veracity of the information provided in this Annual Report, in compliance with the General Norm No. 30, issued by the Financial
Market Commission.
CHAIRMAN
Borja Acha Besga
DNI: 05263174-S
DIRECTOR
José Antonio Vargas Lleras
CI: 79.312.642
DIRECTOR
Hernán Somerville Senn
ID number: 4.132.185-7
DIRECTOR
Patricio Gómez Sabaini
Passport: 16941675N
DIRECTOR
Livio Gallo
DNI: AV 0246369
DIRECTOR
Domingo Cruzat Amunátegui
ID number: 6.989.304-K
DIRECTOR
Enrico Viale
DNI: AU 2580379
CHIEF EXECUTIVE OFFICER
Maurizio Bezzeccheri
ID number: 26.490.357-2
22. Statement of responsibility
245
246
Annual Report Enel Américas 2019 Management and Senior
Executives
CHAIRMAN
Francisco de Borja Acha Besga
Phone (56) 2 2263 4631
DIRECTOR
José Antonio Vargas Lleras
Phone (56) 2 2353 4631
DIRECTOR
Enrico Viale
Phone (56) 2 2353 4631
DIRECTOR
Livio Gallo
Phone (56) 2 2353 4631
DIRECTOR
Hernán Somerville Senn
Phone (56) 2 2353 4631
DIRECTOR
Domingo Cruzat Amunátegui
Phone (56) 2 2353 4631
DIRECTOR
Patricio Gómez Sabaini
Phone (56) 2 2353 4631
CHIEF EXECUTIVE OFFICER
Maurizio Bezzeccheri
Phone (56) 2 2263 9130
INTERNAL AUDIT OFFICER
Raffaele Cutrignelli
Phone (56) 2 2353 4647
CHIEF FINANCIAL OFFICER
Aurelio Bustilho de Oliveira
Phone (56) 2 22353 4510
PLANNING AND CONTROL OFFICER
Paolo Pescarmona
Phone (56) 2 2353 4510
GENERAL COUNSEL AND CORPORATE GOVERNANCE
Domingo Valdés Prieto
Phone (56) 2 2630 9227
HEAD OF ENEL X SOUTH AMÉRICA
Simone Tripepi
Investors and Shareholders
Relations
HEAD OF INVESTOR RELATIONS
Rafael De La Haza Casarrubio
Phone (56) 2 2353 4682
CITIBANK NY
Teresa Loureiro-Stein
Phone (1-212) 816 6814
Design & Production: LEADERS
enelamericas.com