Board of Statutory Auditors

The 2019 Shareholders' Meeting (17 April 2019) appointed the new Board of Statutory Auditors, which will remain in office until the approval of the financial statements as at 31 December 2021 and consists of three standing auditors and three alternate auditors in compliance with the gender balance criterion prescribed by current laws and regulations.

In accordance with the Articles of Incorporation, the Shareholders' Meeting held on 3 May 2016 elected the Board of Statutory Auditors, consisting The Board of Statutory Auditors is appointed on the basis of lists presented by Shareholders, which, in compliance with Article 147-ter, paragraph 1-bis of the Consolidated Finance Act (referenced by Article 148, paragraph 2 of the Consolidated Finance Act), must be filed at least twenty-five days prior to the date of the Shareholders' Meeting.

If, at the expiration of the term for the presentation of the lists as indicated above, a single list was filed, or only lists presented by mutually connected shareholders, according to the definition set out in the applicable regulations, were filed, then lists may be presented – in accordance with Article 144-sexies, paragraph 5 of the Issuers' Regulations – until the third day after that date. In this case, the thresholds required for presentation of the lists are halved. 

Lists are made available to the public at least twenty-one days prior to the Meeting.

Standing Auditors

Elena Spagnol
Chairman
Lelio Fornabaio
Statutory Auditor
Fabrizio Cavalli
Statutory Auditor

Composition of the Board of Statutory Auditors

Composition of the Board of Statutory Auditors
Protection of minorities

The Chairman of the Board of Statutory Auditors and an alternate auditor were appointed from the minority list submitted by a number of institutional investors.


Compliance with gender balance

33% of the Standing and Alternate Auditors are the less represented gender. Pursuant to the new rules, the new Board of Statutory Auditors, which will be appointed by the Shareholders' Meeting called to approve the Financial Statements as at and for the year ending 31 December 2021, shall ensure that at least two fifths of the Auditors elected are from the less represented gender.

Since the two-fifths stipulation is arithmetically impossible, and hence inapplicable, in the case of corporate bodies with three members, CONSOB clarified, through a consultation document, that numbers in such cases should be rounded down and not up, as currently prescribed in the Issuers' Regulations.

Auditors elected are from the less represented gender. Since the two-fifths stipulation is arithmetically impossible, and hence inapplicable, in the case of corporate bodies with three members, CONSOB clarified, through a consultation document, that numbers in such cases should be rounded down and not up, as currently prescribed in the Issuers' Regulations.
Source: Report on corporate governance and ownership at 31 December 2019