Pursuant to Article 11- bis .3 of the Articles of Association, the Board of Directors is appointed by the Shareholders’ Meeting based on slates presented by the shareholders in which the candidates are listed using consecutive numbers.
Taking into account the Executive Decision no. 76 of 30 January 2023 of the Head of the Corporate Governance Division of CONSOB, only those shareholders who alone or together with other shareholders represent at least 1% of the share capital have the right to submit slates.
Ownership of the minimum holding shall be determined with regard to the shares registered in the name of the shareholder on the day on which the slates are filed with the Company. The certification may be produced following the filing as long as it is produced by the deadline for the publication of the slates, namely by 7 April 2023.
The slate shall contain the reference "Slates for the appointment of the Board of Directors" and, accompanied by the required information and documentation, shall be filed at the registered office of the Company by registered mail with return receipt or by hand delivery to the following address: ENAV S.p.A. - Corporate Affairs and Governance - Via Salaria, 716 00138 – Roma - Italy, or by e-mail to firstname.lastname@example.org or by certified e-mail to email@example.com, at least twenty-five days prior to the date of the Shareholders’ Meeting and therefore within 3 April 2023.
The slates will be made available to the public at the Company’s registered office, on the Company’s website at www.enav.it (in the section "Governance – Shareholders’ Meeting 2023") and on the website of the authorised storage mechanism at www.1info.it by 7 April 2023 .
The slates must be accompanied by information identifying the shareholders who presented them and indicate the total percentage holding they represent.
Each shareholder may present and participate in the submission of only one slate. Their parent companies, subsidiaries or companies subject to common control may not submit, participate in the submission of or vote for other slates, including through a third party or a trust company, subsidiaries being indicated under Article 2359 of the Italian Civil Code and Article 93 of the Consolidated Law in force or as amended or replaced.
Note that those who present a "minority slate" shall take due account of the Consob recommendations contained in Communication DEM/9017893 of 26 February 2009, which among other things provide for shareholders to file, together with the slate, a statement affirming the absence of relationships of direct or indirect affiliation, as referred to in Art. 147- ter , paragraph 3, of the Consolidated Law and Art. 144- quinquies of the Regulation adopted with Resolution no. 11971 of 14 May 1999 (the "Issuers Regulation"), with shareholders who hold, individually or jointly, a controlling or relative majority interest, in accordance with the provisions detailed therein. In this regard, on the basis of the notices referred to in Art. 120 of the Consolidated Law and the information in the register of shareholders, the controlling shareholder of ENAV, with an interest of 53.28%, is the Ministry for the Economy and Finance.
Each candidate may be present on only one slate upon penalty of disqualification. Candidates for the office of director shall meet the integrity and professionalism requirements prescribed by applicable law and Art. 11-bis of the Articles of Association.
The slates shall be accompanied, upon penalty of inadmissibility, by the curriculum vitae of the candidates indicating their professional qualifications and the statements with which the individual candidates accept their candidacy and attest, under their responsibility, the absence of causes of ineligibility and incompatibility and that they meet the integrity requirements and whether they also meet the independence requirements provided for by the Articles of Association and applicable legislation.
In compliance with Recommendation 23 of the Corporate Governance Code for listed companies approved by the Corporate Governance Committee in January 2020 (the “Code”), the Board of Directors, ahead of its renewal, taking into consideration the outcome of the self-assessment exercise of the Board and its committees and on the basis of a proposal made by the Remuneration and Appointments Committee, has adopted a document containing the guidelines on the optimal quantitative and qualitative composition of ENAV’s Board of Directors. This document can be consulted on the Company’s website at the "Governance" Section - "Shareholders' Meeting 2023".
The Company invites shareholders who intend to submit a slate containing a number of candidates exceeding half of the members to be elected, to provide adequate information, as part of the documentation submitted when filing the slate, demonstrating that the slate complies with the guidelines expressed by the Board of Directors.
The Company has also adopted a policy on the diversity of the management and oversight bodies - published in the "Governance" section of the Company’s website – whose contents, with regards to the appointment of the directors, are in line with the aforementioned guidelines, to which it shall be made reference for further guidance on the appropriate diversification of experience, skills and professionalism of ENAV directors.
Each slate shall include at least two candidates who meet the independence requirements established for the statutory auditors of listed companies referred to in Art. 148, paragraph 3, of the Consolidated Law, recalled by Art. 147-ter, co. 4, of the same, mentioning separately such candidates and indicating one of them at the top of the slate.
As regards the possible fulfilment of the independence requirements, shareholders are invited to also take account of the independence requirements provided for in Recommendation no. 7 of the Corporate Governance Code.
On 18 February 2021, the Board of Directors, upon the proposal of the Remuneration and Appointments Committee, adopted a policy on independence assessments which also includes the quantitative and qualitative criteria for assessing the significance of any commercial, financial or professional relationships and any additional remuneration referred to in Recommendation 7, letters c) and d) of the Corporate Governance Code. The extract of this policy, which also addresses the above criteria, is published on the Company’s website in the section Governance - Shareholders' Meeting 2023.
Pursuant to Art. 11.1 of the Articles of Association, the composition of the Board of Directors of ENAV must comply with the applicable laws and regulations regarding gender balance, with particular regard to the provisions of Art. 147- ter, paragraph 1- ter, of the Consolidated Law. These provisions reserve at least two-fifths of the positions of director to the less represented gender. In this regard, taking account of the provisions of Art. 11- bis.3 of the Articles of Association, shareholders who intend to submit a slate containing a number of candidates equal to or greater than three, shall include in the slate a number of candidates belonging to the less represented gender equal to at least two-fifths of the candidates (rounded up where possible and in accordance with the provisions of Consob Communication 1 of 30 January 2020 concerning the interpretation of the allocation criterion provided for in Art. 144-undecies .1 of the Issuers Regulation, except in the case of slates consisting of only three names), ensuring that at least one of the candidates belonging to the less represented gender shall be listed in the first two places on the slate.
For further information on the appointment of the Board of Directors, shareholders are invited to read the explanatory report prepared by the Board of Directors on the relevant agenda item.