Legitimate entitlement to present nominations
Shareholders who hold voting rights are entitled to present nominations, until the Record Date.
Pursuant to Article 22.1 of the Bylaws, the Board of Statutory Auditors is composed of 3 (three) standing auditors and 3 (three) alternate auditors. As regards gender balance, the composition of the Board of Statutory Auditors must comply, separately as regards standing auditors and alternate auditors, with the criteria indicated by the relevant legislative and regulatory provisions.
As regards gender balance, it should be noted that, in cases - like that of Edison - of Boards of Statutory Auditors composed of three members, given the mathematical impossibility of applying the arithmetic criterion of two-fifths required for the less represented gender by Law no. 160 of December 27, 2019 (“2020 Budget Law”), numbers shall be rounded down to the nearest unit, as set forth in Consob communication no. 1/20 of January 30, 2020.
Pursuant to Article 22.4 of the Bylaws, the candidates must meet the following professional requirements:
- at least 1 (one) of the candidates for the office of standing auditor and at least 1 (one) of the candidates for the office of alternate auditor must be listed in the register of auditors and have carried out auditing activities for a period of no less than 3 (three) years;
- the other candidates, where they do not meet the requirement specified in previous point a), must have acquired overall experience of least three uninterrupted years in carrying out:
- management tasks in the administration, finance and control sectors at joint-stock companies listed on the stock market;
- professional activities or permanent university teaching on legal, economic, financial and technical-scientific subjects relating to the energy sector;
- management functions at public authorities or public administrations operating in the energy sector.
Those who already hold the maximum number of offices of member of an administrative or control body determined in accordance with the applicable legislation, or who do not meet the requirements of independence, professionalism and integrity required by the applicable regulations and Bylaws or for whom, pursuant to law or the regulations, cases of ineligibility or removal from office apply, cannot be candidates, and if elected statutory auditors are removed from office.
Terms and methods for presenting candidates
The nominations, signed by the shareholder proposing them, must be presented to the Company through:
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Transmission to the following address: Edison S.p.A. |
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Via certified e-mail to the address: assemblea.azionisti@pec.edison.it |
The presentation of nominations must be accompanied by the information that allows the person submitting them to be identified. This person must send the communication issued by the authorised intermediaries by the Record Date, in compliance with the applicable legislation, which prove that the shares were registered in the party’s account at the date of the presentation of the candidates.
Any registrations on the accounts of the presenting shareholder after the day of submission of the nominations are not relevant for the purposes of the legitimate exercising of the right.
Pursuant to Article 22.3 of the Bylaws, the presentation of the nominations must be accompanied by the following declarations and information concerning the candidates:
- the declaration of acceptance of the nomination and any appointment;
- the declaration certifying that there are no causes for ineligibility and incompatibility or removal from office as well as the satisfaction of the requirements prescribed by the legislation and the Bylaws for the position;
- the declaration certifying satisfaction of the requirements of independence, professionalism and integrity required by the applicable legislation and the Bylaws;
- a declaration certifying the suitability to be qualified as independent also based on the criteria, with the necessary adjustments, of the Code of Corporate Governance, promoted by Borsa Italiana, with reference to directors;
- the curriculum vitae containing detailed information on the personal and professional characteristics, with an indication of the administration and control positions held in other companies.
Any change to the data communicated which should occur up until the date the Shareholders’ Meeting is actually held must be promptly communicated to the Company.
Shareholders are asked to ensure that their proposals are received by the Company in due time prior to the date of the Shareholders’ Meeting, so as to provide adequate disclosure to the market.
As soon as they are available, the nominations will be made available to the public on this website at this link and on the authorised storage mechanism "eMarket-Storage".