The Board of Statutory Auditors consists of five members, appointed by the shareholders’ meeting on the basis of slates presented by shareholders who together own at least 0.5% of the ordinary share capital.
The appointment of the Board of Statutory Auditors takes place in accordance with the applicable laws and regulations, on the basis of slates presented by shareholders, deposited at the Company’s registered offices at least fifteen days before the date set for the first call of the general shareholders’ meeting.
Only those shareholders who, alone or together with other shareholders, own shares representing at least 0.5% of the share capital with voting rights are entitled to present slates.
Documents stating acceptance of the candidacy, the absence of causes of ineligibility and incompatibility, the satisfaction of the relevant requisites and any other information required by applicable rules and regulations and the bylaws, must be deposited with each slate. The statements must also be accompanied by a curriculum vitae that besides the candidate’s personal and professional characteristics must also contain information on any positions of director or statutory auditor held in other companies.
The slates have two sections: one for the candidates for the position of auditor and the other for candidates for the position of alternate. The election of the Board of Statutory Auditors takes place as follows:
- three auditors and two alternates are taken, in the progressive order in which they appear, from the slate obtaining the majority of votes (the so-called majority slate);
- two auditors and two alternates are taken from the other slates (the so-called minority slates. To that end, the votes obtained by the minority slates are divided successively by one and two and the quotients obtained are assigned to the candidates in one or the other section in the order specified. The quotients assigned in this way to the candidates on the various slates are arranged in single decreasing rankings, one for auditors and the other for alternates. In both cases the candidates who have obtained the two highest quotients are elected.
In the event of an auditor ceasing to hold office, whether from the majority slate or a minority slate, the replacements shall be chosen, according to age, from among the alternates elected from the majority slate in the first case and the minority slates in the second.