The appointment of members of the Board of Statutory Auditors is regulated by Article 21 of the Articles of Association and takes place based on lists presented by shareholders on which candidates are listed in sequential order and with a number of candidates not exceeding the members to be elected. Each list consists of two sections: one for candidates for the office of standing statutory auditor and the other for candidates for the office of substitute statutory auditor.

A list can be presented by the shareholder or shareholders who, at the time of submittal of the list, own an equity interest equal to at least 1% of ordinary shares, or to another lower ownership threshold that –pursuant to current regulations – must be indicated in the notice convening the Shareholders’ Meeting called to resolve the appointment of Statutory Auditors.

A shareholder can neither submit nor vote for more than one list, not even via agents or fiduciary companies. Shareholders belonging to the same group and shareholders forming part of a shareholder agreement concerning the Company’s shares cannot submit or vote for more than one list, not even via agents or fiduciary companies. A candidate can be present only on one list, on pain of ineligibility.

From the same list, the candidate indicated in the first position of the relevant section of the list is elected as a substitute auditor.

In the case of a tie between two or more lists, the oldest candidates will be elected as statutory auditors.

Chairmanship of the Board of Statutory Auditors is the prerogative of the Standing Statutory Auditor elected from the minority list mentioned above.

Outgoing statutory auditors can be re-elected.

If, notwithstanding the provisions of the Articles of Association, as indicated above, only one list is presented or only one list receives votes, three standing and two substitute statutory auditors will be elected – on condition that the list in question receives the majority of the votes represented at the Shareholders’ Meeting – in the order in which they are indicated for the respective office on that list. The candidate for the office of standing statutory auditor indicated in the first position on the list will be appointed Chairman of the Board of Statutory Auditors.

In the event of substitution of a standing statutory auditor, his/her place is taken over by the substitute statutory auditor belonging to the same list as the auditor who has ceased to hold office.

If it is necessary to appoint standing and/or substitute statutory auditors in order to reconstitute the Board of Statutory Auditors following auditors’ early cessation from office, that Shareholders’ Meeting will proceed as follows. If it is necessary to substitute statutory auditors elected from the majority list, appointment of the statutory auditor(s) takes place on the basis of a majority vote, without the constraint of lists. If instead it is necessary to substitute a statutory auditor designated by the minority, the Shareholders’ Meeting will substitute him/her, with a relative majority vote, choosing the candidate from among the candidates indicated on the list to which the auditor to be replaced belonged, who have confirmed their candidacy at least 25 days before the date set for the Shareholders’ Meeting on first call, together with statements concerning the absence of causes of ineligibility or incompatibility, as well as possession of the requirements needed to hold the office.

Concerning the deadlines for presenting the lists and their composition, procedures are underway to adapt the Articles of Association. In particular, the project to amend the Articles of Association sent to the Bank of Italy has taken into account:

  • the provisions introduced by Legislative Decree no. 27 of 27 January 2010 which transposed in Italy Directive 2007/36/EC relating to the exercise of rights of shareholders of listed companies;

  • paragraph 1-ter of Article 147-ter of the CFA on the balance between categories, also in light of the consultation document issued by Consob on 9 December 2011 and containing a possible amendment to the “Issuers’ Regulation” (implemented at a later date with Consob resolution no. 18098 of 8 February 2012).