Appointment and substitution (as per Art. 123-bis, para. 1, letter l), CFA)
Members of the Board of Directors are appointed on the basis of lists presented by Shareholders. Candidates are listed in sequential order and their number in any case must not exceed the maximum number of members established by the Articles of Association (fifteen).
Only Shareholders who, alone or together with others, own at least 1% of ordinary shares at the time of submittal have the right to submit lists. A lower ownership threshold is possible and – by virtue of current legislation – it must be indicated in the notice convening the Shareholders’ Meeting called to vote on appointment of the members of the Board of Directors.
One individual Shareholder may not submit or vote for more than one list, including via proxies or trustee companies. Shareholders belonging to the same group and Shareholders who are parties to a Shareholders’ agreement in respect of the issuer’s share capital may not submit or vote for more than one list, including via proxies or trustee companies. Individual candidates may only be featured on one list, otherwise they shall become ineligible.
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 must be made available to the public at the Company 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 set for 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, 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 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 with the latter, as indicated in Article 147-ter of the CFA and Article 144-quinquies of the Consob Issuers’ Regulation;
- exhaustive information on candidates’ personal and professional characteristics, as well as by a declaration by the candidates themselves certifying possession of the requirements established by law and acceptance of their candidacy.
Candidates who do not meet the requirements of integrity, professionalism and independence established by Article 26 of Legislative Decree no. 385/1993 (CBA – Consolidated Banking Act) cannot be included in lists. In addition, each list must indicate:
- at least two candidates meeting the requirements of independence established both by the Corporate Governance Code for Listed Companies prepared by Borsa Italiana S.p.A. and by Article 148, paragraph 3 of Legislative Decree no. 58/1998. These candidates must be positioned, on the list, in the first four positions of the sequential order;
- a number of candidates belonging to the least represented gender, equal to at least one third.
The list failing to observe the above rules will be considered not to have been submitted, except for those lists that include a number of candidates that is less than three.
Board members are elected as follows:
- all directors except one are elected, according to the sequential order with which they are indicated on the list, from the list obtaining the highest number of votes at the Shareholders’ Meeting;
- one director is elected from the list obtaining the highest number of votes at the Shareholders’ Meeting and that, pursuant to Article 147-ter, paragraph 3, of the CFA is in no way connected, not even indirectly, with the Shareholders who submitted or voted for the list that came first in terms of the number of votes.
In case such selection criteria fail to ensure proper balance between genders to the extent established by the law from time to time, 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.
If just one list of candidates is submitted, the names indicated on that list will be elected as members of the Board of Directors, up to the number of directors to be elected less one, who shall be elected by the Shareholders’ Meeting there and then, based on a simple majority but excluding from the vote the Shareholders who submitted the single list, and based on the proposal of the Shareholders not excluded from the right to vote.
In any case, at least two members of the Board of Directors must meet the independence requirements established both by the Corporate Governance Code for Listed Companies prepared by Borsa Italiana and by Article 148, paragraph 3 of Legislative Decree no. 58/1998.
If, during the year, fewer than two directors are found to meet such requirements, the Board will resolve the lapse of one or of two of its members who have ceased to meet such requirements, based on a criterion of shorter tenure, or, in the case of equal tenure, or lower age, and will co-opt one or two independent members. For any substitution of Board members, without prejudice to the case of cessation of all Directors, legal provisions hold good, without application of the list vote.
The laws in force, without the involvement of list voting, shall govern any replacement of Directors, except in cases involving the termination of all Directors.
In the event of cessation of the director elected from the list that obtained the highest number of votes at the Shareholders’ Meeting and that, pursuant to Article 147-ter , paragraph 3 of the CFA is in no way connected, not even indirectly, with the Shareholders who submitted or voted for the list that came first in terms of number of votes, the Board will first check the continued availability of the candidates listed in the list, according to the latter’s sequential order, and will co-opt members based on this criterion of preference.
In case of termination of a director belonging to the least represented gender, the co-opted director shall in any event belong to the same gender.
The Board of Directors has resolved to not adopt a succession plan for executive directors in light of interchangeability for purposes of ordinary management between the CEO and the General Manager.