As with the Board of Directors and in accordance with applicable regulations, the By-laws establish that the Statutory Auditors shall be elected on the basis of slates in which the candidates are listed in numerical order.
Under the provisions of the By-laws, the submission, filing and publication of slates are governed by the procedures established for the Board of Directors and the provisions of Consob regulations.
Slates are divided into two sections: the first containing candidates for appointment as standing Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors. At least the first candidate in each section must be entered in the register of auditors and have carried out statutory audit activities for no less than three years.
The slates are accompanied by:
i) information identifying the shareholder or shareholders who have submitted the slate, indicating the overall percentage shareholding;
ii) statements from shareholders other than those who hold a controlling or plurality equity interest certifying that they are not related to the latter;
iii) a personal and professional curriculum vitae;
iv) statements from each candidate certifying that they meet the requirements established under applicable regulations;
v) statements from each candidate accepting the candidacy;
vi) a list of positions held in other companies.
Slates that, considering both sections together, contain three or more candidates shall include, in the manner indicated in the notice calling the meeting in the section for standing Statutory Auditors, candidates of both genders, in order to comply with the applicable gender-balance legislation. If the section for alternate Statutory Auditors on these slates contains two candidates, they must be of different genders.
The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.
The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifty day before the date of the Shareholders' Meeting in a single or first call and made available to the public at the Company's registered office, on the Company's website and in any other manner provided by Consob with its own rules at least twenty-one days before the date fixed for the Shareholders' Meeting in a single or first convocation. The provisions of the By-laws directed to ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.
The slate voting procedure only applies for the election of the entire Board of Statutory Auditors.
In the event of the replacement of a Statutory Auditor elected from the slate that received a majority of votes, the alternate Statutory Auditor from the same slate shall be appointed; in the event of the replacement of a Statutory Auditor elected from another slate, the alternate Statutory Auditor from that slate shall be appointed.
On 13 April 2017 the Shareholders’ Meeting resolved to appoint the Board of Statutory Auditors and the Chairman of the Board of Statutory Auditors for three financial years, expiring on the date of the Shareholders’ Meeting called to approve the 2019 financial statements:
standing Statutory Auditors - Rosalba Casiraghi (Chairman), Enrico Maria Bignami; Paola Camagni; Andrea Parolini e Marco Seracini;
alternate Statutory Auditors - Stefania Bettoni and Claudia Mezzabotta.