As regards the appointment of directors, the Company’s Articles of Association have established the use of the “list voting system” since 2004, using a transparent procedure that complies with the recommendations of art. 6.P.1. of the Code and now required by law in TUF’s new art. 147–ter. In fact, the Company had already viewed the list voting system as one of the most effective ways of fostering additional involvement in its management by persons designated by the so-called minority, by giving it the right to appoint one-fifth of the directors if at
least two candidate lists are presented in accordance with the procedures specified in art. 12 of the Articles of Association.
The lists may be submitted only by those shareholders who, alone or together with other shareholders, are the owners of shares representing at least 2% of share capital with voting rights at the ordinary shareholders’ meeting (ie. the lower limit required by CONSOB regulations) and must be filed at the Company’s registered office at least 15 days before the date of the Shareholders’ Meeting in first call.
One of the proposed amendments to the Articles of Association being put to the Shareholders’ Meeting called to approve the financial statements for 2007 is an increase in the term for proving ownership of the number of shares needed for list submission from 2 days to 15 days before the Shareholders’ Meeting convened to appoint the Board of Directors. This will bring this term into line with that now required for appointing the Board of Statutory Auditors under article 144-sexies of the Issuer Regulations and the subject of another proposed amendment being put to the shareholders, as discussed later.
The lists must be accompanied at the time of filing by a curricula vitae for each candidate, along with statements in which the candidates accept their candidacy and certify that there are no reasons of ineligibility and incompatibility preventing them from holding office and that they satisfy the requirements prescribed for the office. These statements also specify whether the candidates meet the criteria for them to qualify as independent.
The lists may be submitted only by those shareholders who, alone or together with other shareholders, are the owners of shares representing at least 2% of share capital with voting rights at the ordinary shareholders’ meeting (ie. the lower limit required by CONSOB regulations) and must be filed at the Company’s registered office at least 15 days before the date of the Shareholders’ Meeting in first call.
One of the proposed amendments to the Articles of Association being put to the Shareholders’ Meeting called to approve the financial statements for 2007 is an increase in the term for proving ownership of the number of shares needed for list submission from 2 days to 15 days before the Shareholders’ Meeting convened to appoint the Board of Directors. This will bring this term into line with that now required for appointing the Board of Statutory Auditors under article 144-sexies of the Issuer Regulations and the subject of another proposed amendment being put to the shareholders, as discussed later.
The lists must be accompanied at the time of filing by a curricula vitae for each candidate, along with statements in which the candidates accept their candidacy and certify that there are no reasons of ineligibility and incompatibility preventing them from holding office and that they satisfy the requirements prescribed for the office. These statements also specify whether the candidates meet the criteria for them to qualify as independent.