Under art. 30 of the Bylaws, the Board of Statutory Auditors is comprised of three standing Statutory Auditors and three alternate Statutory Auditors who are appointed by the Ordinary Shareholders’ Meeting in accordance with the procedures described below.
METHOD OF APPOINTMENT
The Board of Statutory Auditors is appointed on the basis of slates submitted by the Shareholders and in compliance with the applicable legal framework on equal access to corporate bodies by the less represented gender.
Entitlement to submit, file and publish slates
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 its own regulation.
With regard to the submission, filing and publication of slates, the By-laws provisions on the appointment of the Board of Directors as well as the applicable laws and regulations in force shall apply to the extent applicable.
Composition of slates
Within the slates, the candidates must be listed by a progressive number and the slate must not contain more candidates than the number of members to be elected.
The slates are comprised of two sections: one for candidates for the role of standing Statutory Auditor and the other for candidates for the role of alternate Statutory Auditor. The first of the candidates of each section must be enrolled in the register of certified auditors and must have at least three years of experience in the field of statutory auditing.
In addition, the slates which, considering both sections, present a number of candidates equal to or exceeding three must include, both in the first two slots on the section of the slate related to standing Statutory Auditors, and in the first two slots of the section of the slate related to alternate Statutory Auditors, candidates of different genders, so as to ensure that the composition of the Board of Statutory Auditors complies with the applicable legal framework in force on the balance of genders.
The Statutory Auditors are elected as follows:
- two standing Statutory Auditors and two alternate Statutory Auditors are taken from the slat which obtained the highest number of votes, in the progressive order in which they are listed in the sections of such slate;
- the remaining standing Statutory Auditor and alternate Statutory Auditor are appointed in accordance with the applicable legal framework and the procedures provided under the By-laws for the appointment of Directors taken from minority slates, to be applied separately to each of the two sections comprising the other slates.
The Chairman of the Board of Statutory Auditors is appointed by the Shareholders’ Meeting from among the Statutory Auditors elected by the minority.