Appointment of statutory auditors
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 auditor and the other for candidates for the office of substitute 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.
Two standing auditors and one substitute auditor from the list that obtained the highest number of votes are elected, based on the progressive order in which they appear on said list; from the list that obtained the highest number of votes among the lists presented and voted upon by shareholders who are not associated with the reference shareholders pursuant to art. 148, paragraph 2 of Italian Leg. Decree no. 58/1998, the candidate indicated in first position of the relevant section of said list is elected as standing auditor; from the same list, the candidate indicated in first position of the relevant section of said list is elected as substitute auditor.
In the case of a tie between two or more lists, the oldest candidates will be elected as statutory auditors.
If said selection criteria do not ensure the presence within the Board of at least one standing auditor and one substitute auditor belonging to the least represented gender, a sliding mechanism is applied to the selection from the list which obtained, during the Shareholders’ Meeting, the highest number of votes based on the consecutive order with which the candidates are indicated. Such mechanism excludes the candidate or candidates of the more represented gender and reselects the candidate or candidates of the missing gender.
Chairmanship of the Board of Statutory Auditors is the prerogative of the Standing 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 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 auditor indicated in the first position on the list will be appointed Chairman of the Board of Statutory Auditors.
In case of substitution of a standing auditor, his/her place is taken over by the substitute 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 auditors in order to reconstitute the Board of Statutory Auditors following auditors’ early cessation from office, the Shareholders’ Meeting will proceed as follows: if it is necessary to substitute 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 in 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 in 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.
The lists must be submitted to the Company’s registered office at least twenty-five days prior to the date set for the Shareholders’ Meeting in first call, and are made available to the public at the registered office, on the Company’s website and according to other methods provided for by regulations in force at least twenty-one days prior to the date of the Shareholders’ Meeting in first call.
The ownership of the minimum number of shares needed for presentation of the lists is determined by taking into account the shares recorded in favour of the individual shareholder or multiple shareholders jointly on the day in which the lists are submitted to the Company. In order to substantiate the ownership of the number of shares necessary for presentation of the lists, the shareholders may exhibit the relevant certification even subsequent to the submission of the lists, provided it is within the term set for publication of the lists by the Company.
The lists must be accompanied by:
- information relating to the identity of shareholders who have presented the lists, stating the percentage of shares held as a whole;
- a declaration by shareholders other than those who own, also jointly, a controlling or relative majority interest, certifying the absence of connections provided for by art. 144-quinquies of the “Regulations implementing Italian Leg. Decree no. 58/1998 concerning the Issuers’ regulations” with the latter as well as of any other significant relationships;
- exhaustive information on candidates’ personal and professional characteristics, as well as a declaration by the candidates themselves certifying possession of the requirements established by law and acceptance of their candidacy.
Those candidates who already cover auditor positions in five other listed companies or who do not possess the honourableness, professionalism and independence requirements set forth by applicable regulations or that fall within the cases referred to in art. 148, para. 3 of Italian Leg. Decree no. 58/1998.
East list has to indicate at least one candidate for the office of standing auditor and at least one candidate for the office of substitute auditor belonging to the least represented gender.
Such requirement does not apply to lists with less than three candidates.