Appointment

The Shareholder’s Meeting appoints the Board of Statutory Auditors (composed of three Statutory Auditors) and defines the annual fee for the members of the same. The Shareholder’s Meeting also appoints three Alternate Auditors. 

The statutory and alternate auditors are appointed by the Ordinary Shareholders’ Meeting on the basis of the lists submitted by the shareholders, in which candidates must be listed in sequential order. The lists contain the names of one or more candidates which must in any case not exceed the maximum number of the members to be elected.

The lists are divided into two sections: one for candidates for the office of statutory auditor and one for the alternate auditors. The first candidate in each section must be entered in the register of accounting legal auditors and must have practiced as a legal auditor of account for at least three years.

Lists which, on the basis of both sections, have three or more candidates must, in the first two positions in the section of the list concerning regular auditors and in the first two positions in the section of the list concerning the alternate auditors, have candidates of different gender. 

The lists submitted by the shareholders will be filed at the registered office of the company and put at public’s disposal in accordance with terms and provisions set by the regulations in force. Each shareholder may submit or second the submission of one list only, and may only vote for one list. The shareholders who belong to the same group and those adhering to a shareholders’ agreement on the company shares may not submit or vote for more than one list, even if  through an intermediary or through a trust company.

Each candidate may be entered in one list only. Violation of the above will render the candidate ineligible for election. The chairman of the Statutory Board is appointed by the Shareholders’ Meeting, and is the statutory auditor elected by the minority, unless only one list has been voted or no list has been submitted, in which case the chairman of the Statutory Board will be appointed by the meeting on a legal majority basis.

The members of the Statutory Board are chosen from among those in possession of the professional and integrity requirements set forth by Ministry of Justice Decree no. 162 dated March 30, 2000. Pursuant to Article 1, paragraph 2, letters b) and c) of the Decree, commercial and tax law, company economics and company taxes, are considered subjects strictly pertaining to the company’s business.

Taking the laws on ineligibility into account, auditors who hold management or control positions equal or beyond the limits established by the laws and regulations in force cannot be appointed and must resign if appointed.

The Board of Statutory Auditors in office, appointed by the Ordinary and Extraordinary General Shareholders’ meeting of May 11, 2017, , is comprised as follows: Antonio Zecca (Chairman), Giovanni Naccarato e Alessandra Stabilini. On the same date the Shareholders’ meeting appointed Alessandro Speranza, Valeria Galardi e Cristiano Proserpio as Alternate Auditors. The current Board of Statutory Auditors shall be in office until the Shareholders’ meeting convened for the approval of the Company’s Financial Statements 2019.