Under art. 19 of the Bylaws, the Board of Directors is comprised of seven or more members, up to a maximum of thirteen members appointed by the Ordinary Shareholders’ Meeting. The Shareholders’ Meeting determines, from time to time, the number of members of the Board subject to the foregoing limits.
The Directors remain in office for three years, and their term of office expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of their office and they may be re-elected following the expiry of their mandate.
Method of Appointment
The Board of Directors is appointed by the Shareholders’ Meeting on the basis of slates submitted by the Shareholders and by the Board of Directors and in compliance with the applicable legal framework on equal access to Corporate bodies by the less represented gender.
Entitlement to submit slates
Each shareholder may submit or take part in the submission of only one slate. Only those shareholders who, on their own or together with other shareholders represent at least 1% of the share capital or such other percentage, if lower, established by Consob through a regulation, are entitled to submit slates.
Ownership of the minimum shareholding necessary to submit slates must be proven by the deadline and in accordance with the procedures provided under the applicable legal framework in force from time to time.
Candidate slates may also be submitted by the out-going Board of Directors.
Each person entitled to vote may vote for only one slate.
Composition and filing of slates
Each candidate may be presented on only one slate, failing which he or she would become ineligible.
Within the slates, the candidates must be listed in progressively ordered numbered slots.
Each slate must include at least two candidates meeting the independence requisites provided by law, indicating such candidates separately and indicating one of them in the first slot on the slate.
Furthermore, slates that present three or more candidates must include candidates of different genders, in accordance with the indications set forth in the notice of call of the Shareholders’ Meeting, so as to ensure that the composition of the Board of Directors complies with the applicable legal framework in force on the balance of genders.
The slates must be filed with the Company’s registered office in accordance with the procedures and by the deadlines provided under the applicable legal framework (i.e. at least twenty-five days before the date of the Shareholders’ Meeting called to appoint the Board of Directors).
Together with the filing of each slate, the professional curricula vitae of the candidates as well their declarations in which they accept the candidatures and certify the inexistence of causes for ineligibility or incompatibility, as well as the satisfaction of integrity requisites provided under the applicable legal framework and the Bylaws and, where applicable, the independence requisites provided by law and/or the Corporate Governance Code must also be filed, and failure to do so would result in the inadmissibility of the slate.