Pursuant to Article 21 of the Articles of Association, the Shareholders’ Meeting appoints the Board of Auditors, which is comprised of three standing auditors from among whom its chairman is elected, and two alternate auditors, on the basis of slates in which the candidates must be listed in consecutive order and the number of candidates proposed must not exceed the number of members to be elected. Under the provisions of Consob Decision no. 13 of 24 January 2019, shareholders who alone or together with other shareholders represent at least 1% of the share capital shall be entitled to submit slates.
The slates, accompanied by the information required by applicable law, as well as the documentation required in accordance with Article 148, paragraph 2, of the Consolidated Law., Article 144-sexies, paragraph 4-ter, of the Consob Issuers Regulation no. 11971 of 14 May 1999 as amended (the “Consob Issuers Regulation”), and Article 21 of the Articles of Association, must be filed at the Company’s registered office 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 Auditors)
Via Salaria, 716
00138 - Roma
or by certified e-mail to email@example.com - Ref. “Slates for the appointment of the Board of Auditors” or e-mail to firstname.lastname@example.org - Ref. “Slates for the appointment of the Board of Auditors” or by fax to the Legal, Corporate Affairs and Governance Department of ENAV at +39 0681662062 at least twenty-five days prior to the date of the Shareholders’ Meeting, and therefore by 1 April 2019, together with any additional documentation required by applicable law and regulations, and 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 2019”) and on the website of the authorised storage system 1INFO at www.1info.it by 5 April 2019. The slates must be accompanied by information identifying the shareholders who presented the slates 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 5 April 2019.
Pursuant to Article 144-sexies, paragraph 5, of Consob Issuers Regulation, if at the expiry of the deadline for filing slates – and therefore 1 April 2019 – only one slate has been filed or only slates submitted by shareholders connected by a relationship of affiliation pursuant to applicable regulations have been filed, the deadline for filing slates shall be extended to the third day following that date, namely until 23:59 of 4 April 2019. Compliance with that time limit is necessary in order to enable the Company to publish the slates filed by shareholders by the deadline envisaged under Article 144‑octies of the Consob Issuers Regulation, which falls on 5 April 2019. In that case, the minimum shareholding for the submission of slates shall be reduced by half.
Each shareholder may present and participate in the submission of only one slate, and may vote for only one slate. Shareholders in parent companies, subsidiaries or companies subject to joint control may not present, participate in the submission of or vote for other slates, including through a third party or a trust company, subsidiaries being the companies 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.
The curriculum vitae of each candidate must be submitted together with each slate, upon penalty of inadmissibility, as must the statements with which the individual candidates accept their candidacy and certify, under their own responsibility, that there are no causes for ineligibility or incompatibility, and that they meet the integrity, professionalism and independence requirements prescribed by applicable law.
Bearing in mind that, pursuant to Article 2400, last paragraph, of the Civil Code at the time of the appointment and prior to accepting the position, the Shareholders’ Meeting must be notified of management and control positions held by the members of the Board of Auditors with other companies, the candidates are invited to include a list of such positions in their curricula vitae, ensuring that the information is updated to the date of the Shareholders’ Meeting.
The slates shall contain two sections: one for candidates for the office of standing auditor and the other for candidates for the office of alternate auditor. At least the first candidates for each section must be registered in the Register of Auditors and have worked as an auditor for no less than three years.
Pursuant to the applicable laws regarding gender balance, the slates must include candidates of a different gender for the first two positions in the section of the slate referring to standing auditors, as well as the first two positions in the section of the slate referring to alternate auditors.
Each candidate may be present on one slate only or lose eligibility for election. The candidates for the Board of Auditors must meet the integrity and professionalism requirements provided for under applicable law and Article 21 of the Articles of Association.
Pursuant to Article 21 of the Articles of Association, the composition of the Board of Auditors must comply with the applicable laws and regulations regarding gender balance, as referred to in Law 120 of 12 July 2011.
Note that the standing auditor appointed by the minority will be elected by minority shareholders who, as required by Article 148, paragraph 2, of the Consolidated Law, are not connected directly or indirectly in any way with the shareholders who presented or voted the list receiving the largest number of votes. The standing auditor from the minority slates shall assume the chairmanship of the Board of Auditors. With regard to the proposed remuneration of the members of the Board of Auditors, the shareholders are asked to take account of the provisions of Application Criterion 8.C.4 of the Corporate Governance Code and, therefore, submit proposals for remuneration that are proportionate to the commitment required, to the importance of the role and to the size and business sector of ENAV.