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. In accordance with Decision no. 28 of 30 January 2020 of the head of the Corporate Governance Division of Consob, only shareholders who alone or together with other shareholders represent at least 1% of the share capital are entitled to submit slates.
The slates, accompanied by the information required under applicable legislation and the required accompanying documentation as provided for by Article 147-ter of the Consolidated Law and Article 11.bis.3 of the Articles of Association, shall be filed at the registered office of the Company by registered mail with return receipt or by hand delivery to the following address:
Legal, Corporate Affairs and Governance
(Slates for the appointment of the Board of Directors)
Via Salaria, 716
00138 Rome – Italy
or by e-mail to email@example.com – with Ref. "Slates for the appointment of the Board of Directors"- or by certified e-mail to firstname.lastname@example.org - with Ref. "Slates for the appointment of the Board of Directors" - at least twenty-five days prior to the date of the Shareholders’ Meeting. In consideration of the fact that the deadline would expire on a non-business day (Sunday, 26 April 2020), it has been postponed to 27 April 2020. 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 2020") and on the website of the authorised storage mechanism at www.1info.it by 30 April 2020. The slates must be accompanied by information identifying the shareholders who presented them and indicate the total percentage holding they represent. 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 30 April 2020.
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 Article 147-ter, paragraph 3, of the Consolidated Law and Article 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.
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 Article 11-bis.1 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 this regard, the outgoing Board of Directors, taking account of the outcome of the comprehensive self-assessment process conducted over the course of its term, has, acting on a proposal of the Remuneration and Appointments Committee, developed advice on the size and composition of the Board for submission to shareholders, in accordance with the provisions of Application Criterion 1.C.1, letter h) of the Corporate Governance Code. This advice has been published in the Governance section of the Company’s website.
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 as regards the appointment of directors are in line with the aforementioned advice, which shareholders are invited to consult for further information on the appropriate diversification of the experience, competence and professionalism of ENAV directors.
With regard to independence, each slate shall include at least two candidates who meet the independence requirements, mentioning those candidates separately and placing one of them in first position on the slate. With regard to meeting the independence requirements provided for in Article 147-ter of the Consolidated Law, the Shareholders are invited to also take account of the independence requirements provided for in the Corporate Governance Code.
Pursuant to Article 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 Article 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 Article 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, therefore, except in the case of slates consisting of only three names, in accordance with the provisions of Consob Communication 1 of 30 January 2020 concerning the interpretation of the allocation criterion provided for in Article 144-undecies.1 of the Issuers Regulation), 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 matters not expressly provided for in the notice of call of the Shareholders’ Meeting and for further details on the procedure for appointing the Board of Directors and the Chairman, please see Articles 11, 11.bis and 14 of the Articles of Association as well as the reports of the Board of Directors on items 6, 7, 8, 9 and 10 on the agenda of the Shareholders’ Meeting.