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By-Laws of
Gestore dei Mercati Energetici
S.p.A.
TITLE I
INCORPORATION - NAME - REGISTERED OFFICE AND DURATION
Article 1
1.1 The provisions of these By-Laws shall govern the Company incorporated
under the name of “Gestore dei Mercati Energetici S.p.A.” as per Article 5, para.
1 of Legislative Decree no. 79 of 16 March 1999.
1.2 The name of the Company may be used in the shortened form: “GME S.p.A.”.
Article 2
2.1 The Company’s registered office shall be located in Rome.
2.2 The Board of Directors may resolve upon the transfer of the Company’s
registered office to another Italian location.
2.3 The Board of Directors may resolve upon the opening and closing of branch
offices in Italy and abroad in compliance with the applicable legislation.
Article 3
3.1 The Company shall remain in existence until 31 December 2100. The Shareholders’
Meeting may resolve upon the extension of this term once or more than once.
TITLE II
PURPOSES OF THE COMPANY
Article 4
4.1 The Company’s purposes shall be the economic management of the Electricity
Market as per Article 5 of Legislative Decree no. 79 of 16 March 1999, as subsequently
amended and/or supplemented, the economic management of the natural-gas market as
per Article 30 of Law no. 99 of 23 July 2009, as well as the management of the mineral-oil
logistics market and of the wholesale market of liquid oil products for transport
uses as per Articles 21 and 22 of Legislative Decree no. 249 of 31 December 2012.
To this end, the Company may carry out any activities as may be related to, instrumental
for, similar or complementary to or otherwise useful for attaining its purposes,
namely:
Electricity Market
- organising the Electricity Market under criteria of neutrality, transparency,
objectivity and competition between or among producers, ensuring - among others
- the economic management of an adequate availability of reserve capacity;
- issuing the market rules under criteria of neutrality, transparency, objectivity
and competition between or among producers, determining its own duties in terms
of balancing of demand and supply and the obligations falling on electricity producers
and importers not availing themselves of the provisions of Article 6 of Legislative
Decree 79/1999;
- managing electricity supply offers and demand bids and all the related services;
- conducting any other activities, fulfilling any other responsibilities and
exercising any other rights and powers with which it is vested under Legislative
Decree no. 79 of 16 March 1999, as subsequently amended and/or supplemented, and
under any secondary legislation arising therefrom.
Natural-Gas Market
- organising the Natural-Gas Market under criteria of neutrality, transparency,
objectivity and competition;
- issuing the natural-gas market rules;
- managing natural-gas supply offers and demand bids and all the related services
under economic merit criteria;
- conducting any other activities, fulfilling any other responsibilities and
exercising any other rights and powers with which it is vested under Law no. 99
of 23 July 2009, as subsequently amended and/or supplemented, and under any secondary
legislation arising therefrom;
Mineral-Oil Logistics Market
- organising the Mineral-Oil Logistics Market, under criteria of neutrality,
transparency and competition for the meeting of supply and demand of mineral- oil
logistics, where to make known and negotiate available logistic capacities in the
short, medium and long term, with the related economic conditions and taking into
account the related functional constraints, through standardised models;
- issuing the mineral-oil logistics market rules;
- conducting any other activities, fulfilling any other responsibilities
and exercising any other rights and powers with which it is vested under Article
21 of Legislative Decree no. 249 of 31 December 2012, as subsequently amended and/or
supplemented, and under any secondary legislation arising therefrom;
Wholesale Market of Liquid Oil Products for
Transport:
- organising the Wholesale Market of Liquid Oil Products for Transport, under
criteria of neutrality, transparency and competition for the meeting of wholesale
supply and demand of liquid oil products for transport uses, also in coordination
with the mineral-oil logistics market platform;
- issuing the rules of the wholesale market of liquid oil products for transport;
- conducting any other activities, fulfilling any other responsibilities
and exercising any other rights and powers with which it is vested under Article
22 of Legislative Decree no. 249 of 31 December 2012, as subsequently amended and/or
supplemented, and under any secondary legislation arising therefrom;
As part of the economic management of the Electricity Market, the Company shall
also organise and manage:
- a venue for the trading of Green Certificates in compliance both with Article
6 of the Ministerial Decree of 11 November 1999, as subsequently repealed and superseded
by the Ministerial Decree of 24 October 2005, in turn repealed and superseded by
the Ministerial Decree of 18 December 2008, and with Article 2 of the Ministerial
Decree of 14 March 2003, issuing the related rules of operation as part of the Electricity
Market Rules;
- a venue for the trading of Energy Efficiency Certificates as per Article
10, para. 3 of the Ministerial Decrees of 20 July 2004, issuing the related rules
of operation in consultation with “Autorità di Regolazione per Energia Rete e Ambiente” (AEEG,
the Italian electricity & gas regulator).
Without prejudice to the explicit provisions hereof, the Company may:
- organise and manage venues for the trading of environmental or energy certificates
or other instruments of a compulsory or voluntary nature and issue the related rules
of operation, as well as promote and/or co-operate in the development of the same
venues;
- in compliance with Article 27, para. 1 of Law no. 99 of 23 July 2009 and
with the Guidance issued by the Minister of Economic Development on 29 October 2009
and under the co-ordination of its parent company, provide support for specialist
services on energy matters falling under its responsibility to the Public Administrations
referred to in Article 1, para. 2 of Legislative Decree no. 165 of 30 March 2001,
as subsequently amended;
- co-operate with the company managing the regulated market of electricity
derivatives in order to study the integration of such market with its Forward
Electricity Market (MTE) with physical delivery, under Article 10, para. 6 of
the Decree issued by the Minister of Economic Development on 29 April 2009;
-
organising and manage data reporting platforms and platforms for the publication
of confidential information to allow all the parties that demand it to fulfil
the obligations set out in Articles 4 and 8 of (EU) Regulation No. 1227/2011 of
the European Parliament and of the Council of 25 October 2011 on the integrity
and transparency of wholesale energy market;
- performing those services
concerning the fulfilment of the obligations set out in Articles 4 and 8 of (EU)
Regulation No. 1227/2011 of the European Parliament and of the Council of 25
October 2011 on the integrity and transparency of wholesale energy market.
4.2 In order to attain its purposes, the Company may:
- acquire interests and holdings in companies and enterprises carrying out
activities in sectors connected with, instrumental for or otherwise pertaining to
its own business or to its parent company’s business, or enabling the Company to
make a better use of its own resources and/or structures; however, the Company shall
be strictly forbidden from acquiring holdings from the public;
- perform any necessary, instrumentally useful or otherwise related operations,
including but not limited to: posting of real and/or personal securities for its
own obligations; personal property, real estate, business and financial transactions;
loans and any other operations as may be connected with its purposes or enabling
the Company to better use its own structures and/or resources, within the limits
of the applicable laws.
TITLE III
DOMICILE OF SHAREHOLDERS
Article 5
5.1 The domicile of each shareholder for the
purposes of his/her relations with the Company shall be as specified in the Company’s
records.
TITLE IV
CAPITAL - SHARES - BONDS
Article 6
6.1 The share capital is € 7,500,000.00 (seven million five hundred thousand/00),
divided into 7,500,000 ordinary shares of nominal € 1.00 each.
Article 7
7.1 The shares shall be registered shares.
7.2 The shares cannot be divided and each share shall carry one vote.
7.3 The status of shareholder shall, by itself, imply acceptance hereof.
Article 8
8.1 Where, for any reason, a share is owned by multiple shareholders, the
rights attached thereto shall only be exercised by a single person or a representative
of all the joint owners.
Article 9
9.1 The Shareholders’ Meeting may resolve upon any capital increase and set
the terms, conditions and procedures thereof. In order to increase the Company’s
capital, contributions in the form of assets in kind and assignment of credits shall
be allowed.
Article 10
10.1 Extraordinary Shareholders’ Meetings may grant Directors the power to
issue convertible bonds once or more than once, until reaching a given amount and
for a maximum period of five years beginning on the date of adoption hereof. In
this case, the delegation shall include the one pertaining to the corresponding
increase of the Company’s share capital.
TITLE V
SHAREHOLDERS’ MEETING
Article 11
11.1 As a rule, General and Extraordinary Shareholders’ Meetings shall be
held at the Company’s registered office, unless otherwise resolved upon by the Board
of Directors and provided that the place of the meeting is in Italy.
11.2 The General Shareholders’ Meeting shall be convened at least once a year
to approve the financial statements, within one hundred and twenty days of the closing
of the financial year. When special reasons so require and considering the Company’s
responsibilities under the applicable legislation, the General Shareholders’ Meeting
may be convened within one hundred and eighty days of the closing of the financial
year.
11.3 General and Extraordinary Shareholders’ Meetings may take place even
if their participants are physically located in multiple places, whether adjacent
or distant, provided that such places are connected between them via audio and video
systems, that the collegial decision-making method is used and that:
a) the Chairperson of the Shareholders’ Meeting can carry out the activities
referred to in Article 12 below;
b) the Chairperson and the record-keeper can adequately perceive the events
of the Shareholders’ Meeting to be recorded in the minutes;
c) participants can take part in the debate in real time and simultaneously
vote on the items of the agenda, as well as send, receive and examine documents;
In the case referred to in this paragraph, the Chairperson of the Shareholders’
Meeting and the record-keeper shall be simultaneously located in the same place;
the Shareholders’ Meeting shall be deemed to be held in such place. In fulfilling
his/her duties, the Chairperson of the Shareholders’ Meeting may be supported by
one or more assistants, located in each of the audio- and video-connected places.
The record-keeper shall have a similar option for the performance of his/her duties.
11.4 Postal voting is permitted.
11.5 The Shareholders’ Meeting is called by the Board of Directors, at the Company's registered office or elsewhere in Italy, by notice - including the date, time and place of the meeting and the list of topics to be discussed – sent through means guaranteeing proof of receipt at least fifteen days before the date set for the meeting. In urgent cases, this period may be reduced to eight days before the meeting.
11.6 The Shareholders’ Meeting is still valid, regardless of the abovementioned formalities, if the entire share capital is represented and the majority of members of the Board of Statutory Auditors and the Board of Directors is present.
Article 12
12.1 The Chairperson of the Shareholders’ Meeting shall verify the quorum
and validity of the meeting, the identities of participants and their rights to
attend, speak and vote. The Chairperson shall conduct the meeting and verify the
results of the voting; the minutes shall record the results of such verifications.
Article 13
13.1 The Shareholders’ Meeting shall be chaired by the Chairperson of the
Board of Directors or, where he/she is unable to attend or act, by the Deputy Chairperson,
where appointed, or by any other person as may be designated by the Shareholders’
Meeting.
13.2 The Chairperson of the Shareholders’ Meeting shall be supported by a
secretary designated by the Shareholders’ Meeting; the secretary may also be selected
among non-shareholders.
Article 14
14.1 The Shareholders’ Meeting shall resolve upon any matters under its responsibility
as provided for in the applicable legislation.
14.2 As long as the Italian State directly or indirectly controls the Company as per Article 2359, I, para. 1 of the Italian Civil Code, the General Shareholders’ Meeting may authorise the Board of Directors to confer management delegations upon the Chairperson.
14.3 Where required by the applicable legislation and whenever deemed necessary,
the minutes shall be drawn up by a notary.
14.4 For the quorum and validity of General and Extraordinary Shareholders’
Meetings and of their resolutions, reference shall be made to the applicable legislation.
14.5 The resolutions of the Shareholders’ Meeting, adopted in compliance with
the applicable legislation and with these By-Laws, shall be binding on all shareholders,
even if not in attendance or dissenting.
14.6 The resolutions of the Shareholders’ Meeting shall be recorded in the
minutes signed by the Chairperson and by the secretary or notary.
TITLE VI
BOARD OF DIRECTORS
Article 15
15.1 The Company shall be managed, in compliance with the current law provisions, by a Sole Administrator or by a Board of Directors, consisting of three or five members, including the Chairperson.
The membership of the Board of Directors shall ensure compliance with the applicable laws and regulations on gender equality.
When the management of the Company is entrusted to the Sole Administrator, the latter is entitled to the powers and faculties that this statute confer to the Board of Directors and the Chairperson, where not already expressly indicated in the Statute.
15.2 Directors shall be appointed for a term of office not exceeding three
financial years. Their term of office shall expire upon the date of the Shareholders’
Meeting convened to approve the financial statements pertaining to the last financial
year of their term of office. Directors may be re-elected, pursuant to Article 2383
of the Italian Civil Code.
The taking-up or holding of the office of Director shall be subject to the following
requirements:
1) Directors shall be selected on the basis of their professional competency
among persons having acquired an overall experience of at least three years in carrying
out:
i) administration and control activities or managerial tasks within companies;
or
ii) professional assignments in legal,
economic, financial or technical-scientific matters or university teaching
of legal, economic, financial or technical-scientific disciplines related to or
instrumental for business activities; or
iii) administrative or managerial tasks within publicly-owned entities or
public administrations in sectors related to business activities, or tasks within
entities or public administrations in sectors unrelated to business activities,
provided that such tasks have involved the management of economic-financial resources;
2) Any Director who has been entrusted (under Article 2381, para. 2 of the
Italian Civil Code), on a continuing basis, with managerial tasks typical of the
Board of Directors may hold the office of Director within
“società per azioni” (joint stock companies) for no more
than two additional terms. With a view to calculating the above limit, tasks carried
out as Director within controlled or affiliated companies shall not be counted.
Any Director who has not been entrusted with the aforesaid tasks may hold the office
of Director within “società per azioni” for no more than five additional terms.
3) Any final or non-final judgement of conviction for any of the following
offences shall constitute ground for ineligibility for the office of Director or
disqualification from the office of Director for just cause, without any right to
compensation for damages:
a) breach of rules governing the banking, financial, securities and insurance
sector, as well as securities markets, securities and payment instruments;
b) breach of Title IX, Book V of the Italian Civil Code and of Royal Decree
no. 267 of 16 March 1942;
c) breach of rules concerning offences against the public administration,
the public’s faith, assets and ownership, public order, public economy or tax crimes;
d) breach of Article 51, para. 3-bis of the Italian Criminal Procedure Code,
and of Article 73 of Decree of the President of the Republic no. 309 of 9 October
1990.
Other grounds of ineligibility shall be as follows: a decree instituting a judicial
proceeding or a decree instituting immediate judicial proceedings for any of the
offences referred to in subparas. a), b), c) and d) above, or a final judgement
of conviction for ascertained fraud to the detriment of the State Treasury.
Any Director who, during his/her term of office, receives notice of a decree instituting
a judicial proceeding or a decree instituting immediate judicial proceedings for
any of the offences referred to in subparas. a), b), c) and d) above, or of a final
judgement of conviction for ascertained fraud to the detriment of the State Treasury,
shall immediately notify the Board of Directors thereof. The Board shall keep the
matter confidential. At its first useful meeting or anyway within ten days of acquiring
knowledge of the measures referred to in the first sentence, the Board shall verify
the existence of one of facts specified therein and, within 15 days, convene a Shareholders’
Meeting to resolve upon the maintaining in office of the Director, and put forward
a reasoned proposal for the relevant resolution; the proposal shall take into account
any possible overriding interest of the Company in maintaining in office the Director.
Where the Shareholders’ Meeting does not resolve upon the maintaining in office
of the Director, the latter shall be automatically disqualified from office for
just cause, without any right to compensation for damages.
Without prejudice to the previous paragraphs, any precautionary measure
in personam that, as a result of the proceedings referred to in Article
309 or Article 311, para. 2 of the Italian Criminal Code or after the expiration
of the time limits for instituting the same proceeding, prevents a person or Director
from exercising operational delegations shall constitute ground for ineligibility
for the office of Director or for automatic disqualification from the office of
Director for just cause, without any right to compensation for damages.
For the purposes of this provision, the judgement applying the penalty under Article
444 of the Italian Criminal Procedure Code shall be equated to a judgement of conviction.
With a view to implementing this Article, the Board of Directors shall verify the
existence of the facts specified therein, with reference to the cases covered in
full or in part by foreign legal systems, based on a substantial equivalence evaluation.
Any person not complying with these requirements shall be disqualified from office.
The Board of Directors shall declare the disqualification within thirty days of
the appointment or of acquiring knowledge of the supervening non-compliance.
When the management of the company is entrusted to the Sole Administrator, the Statutory Auditors shall perform the functions of the Council of Directors pursuant to the provisions referred to in this paragraph.
15.3 The Shareholders’ Meeting may change the number of and appoint new members
of the Board of Directors - even during their term of office - always within the
limits of the first point of this Article. The Directors so appointed shall hold
office for the same term as the Directors holding office upon their appointment.
15.4 Any vacancies occurring in the Board of Directors during a financial
year shall be filled pursuant to Article 2386 of the Italian Civil Code. Failing
the majority of the Directors, the whole Board shall be deemed to have resigned
and a Shareholders’ Meeting shall be urgently convened by the Directors remaining
in office with a view to appointing the new Board.
The members of the Board of Directors shall be co-opted or appointed in compliance
with the applicable legislation on membership of company bodies, as well as with
the applicable legislation and regulations on gender equality.
Article 16
16.1 After the Shareholders’ Meeting has appointed the Board of Directors,
the Board shall - in its first sitting and where the Shareholders’ Meeting has not
done so - elect a Chairperson from among its members.
16.2 The Board of Directors may also elect a Deputy Chairperson, who shall
replace the Chairperson only if the Chairperson is unable to attend or act; in any
case, this assignment shall not give rise to any additional remuneration.
16.3 At the proposal of the Chairperson, the Board shall appoint a secretary;
the secretary may also be selected from outside the Company.
Article 17
17.1 The Board of Directors shall meet in the place indicated in the notice
of the meeting, whenever the Chairperson or, where the Chairperson is unable to
attend or act, the Deputy Chairperson deems it necessary and, in any case, at least
every three months, or whenever a written request therefor is made by either the
majority of the Directors or by the Board of Auditors.
17.2 The meetings of the Board of Directors may also be held by using audiovisual
and teleconferencing or similar telecommunications systems, provided that all participants
can be identified and follow the debate on the items of the agenda in real time,
as well as send and receive documents. Where such requirements are met, the meetings
of the Board of Directors shall be deemed to be held in the place where the Chairperson
is located and where also the secretary shall be located.
17.3 The notices of the meetings shall be sent by registered letter, telegram,
fax or e-mail. The notice shall specify the date, time and place of the meeting,
as well as the items on the agenda. The notice shall be sent to the domicile of
each Director and each Auditor at least five days before the meeting or, for urgent
reasons, at least twenty-four hours before the meeting.
The Board shall be validly constituted even if, failing the notice of the meeting,
all the Directors and Auditors in office are present.
17.4 The Board of Directors shall also be convened at the written request
of at least two Directors - or one Director if the Board consists of three members
- in order to resolve upon any specific items as they may deem noteworthy and management-related.
Said items shall be indicated in the above request.
Article 18
18.1 The meetings of the Board of Directors shall be chaired by either the
Chairperson or, where the Chairperson is unable to attend or act, by the Deputy
Chairperson, where appointed. Failing the Deputy Chairperson, the meetings shall
be chaired by the oldest-age Director.
Article 19
19.1 The meetings of the Board of Directors shall be deemed valid when the
majority of the Directors in office are in attendance.
19.2 The resolutions shall be adopted by majority of the votes cast by those
in attendance. The Chairperson shall have a casting vote.
Article 20
20.1 The resolutions of the Board of Directors shall be reported in the minutes
which, once recorded in a special book kept in accordance with the applicable legislation,
shall be signed by the Chairperson of the meeting and countersigned by the secretary.
20.2 The copies of the minutes shall be deemed to bear full evidence if signed
by the Chairperson of the meeting and by the Secretary.
Article 21
21.1 The management of the Company shall be solely vested in the Directors,
who shall
perform any acts as deemed appropriate to achieve the Company’s purpose.
The Board of Directors is also authorised to approve amendments to the By-laws in order to comply with regulatory provisions.
Article 22
22.1 After the resolution adopted by the Shareholders’ Meeting under para. 2, Article 14 hereof, the Board of Directors may confer management delegations upon the Chairperson - on matters specified by the Shareholders’ Meeting - determining the actual content thereof.
22.2 Without prejudice to the provisions of the above paragraph, the Board
of Directors may also - always within the limits of the applicable legislation -
delegate part of its assignments to a single member, who will consequently be appointed
as Chief Executive Officer. The remuneration referred to in para. III, Article 2389
of the Italian Civil Code shall only apply to such member and to the Chairperson,
where the Chairperson has received the operational delegations mentioned in the
above paragraph.
22.3 The Board of Directors may also delegate the performance of individual
assignments to other members of the same Board, provided that such assignments do
not involve any additional remuneration.
22.4 The Chief Executive Officer shall ensure that the organisational structure
and the accounting system of the Company are consistent with its nature and size
and shall report to the Board of Directors and to the Board of Auditors at least
every three months on the general trend of the Company’s business and on its predictable
evolution, as well as on the most significant operations, in terms of size and characteristics,
performed by the Company and by its controlled companies. The Chief Executive Officer’s
powers granted in accordance with Article 22.1 hereof shall include the power to
confer delegations upon the Company’s employees and upon third parties for the performance
of individual assignments or categories of assignments.
22.5 The person in charge of internal auditing shall report to the Board of
Directors or to a special Committee possibly established within the same Board.
Article 23
23.1 The Chairperson of the Board of Directors shall have the power to act
in legal representation of and to sign on behalf of the Company. Where the Chairperson
is absent and/or unable to act, such power shall be exercised by the Deputy Chairperson,
where appointed. The signature of the Deputy Chairperson shall bear evidence of
the Chairperson’s absence and/or inability to act towards third parties. The power
to represent the Company shall also be exercised by the Directors by delegation,
within the limits thereof.
23.2 The above legal representatives may grant powers to legally represent
the Company, even in court; such powers shall include the power of conferring subdelegations.
Article 24
24.1 The members of the Board of Directors shall receive a remuneration which
shall be resolved upon by the Shareholders’ Meeting. Once adopted, the resolution
shall remain valid also for the following financial years, until otherwise resolved
upon by the Shareholders’ Meeting.
It is in any case forbidden to pay attendance allowances, performance bonuses upon completion of the activity and severance indemnity.
Article 25
25.1 The Chairperson shall:
a) define the agenda of the Board of Directors and co-ordinate its proceedings;
b) ensure that all Directors and Auditors receive adequate information on
the items of the agenda;
c) monitor the implementation of the Board’s resolutions.
TITLE VII
OFFICER IN CHARGE OF ACCOUNTING RECORDS
(CHIEF FINANCIAL OFFICER)
Article 26
26.1 The Board of Directors shall - only after hearing the opinion of the
Board of Auditors - appoint an officer in charge of the Company’s accounting records,
as set forth in Article 154bis of Legislative Decree 58/98. The term of office of
such officer shall be at least equal to the term of office of the Board of Directors
and not exceed six financial years.
26.2 The officer in charge of the Company’s accounting records shall meet
the same requirements of good repute as those applicable to the Directors.
26.3 The officer in charge of the Company’s accounting records shall be selected
among managers having professional competency and at least three years of administrative
experience within consulting companies or professional firms.
26.4 The Board of Directors may - after hearing the opinion of the Board of
Auditors - revoke the officer in charge of the Company’s accounting records only
for just cause.
26.5 Failure of the officer in charge of the Company’s accounting records
to comply with the requirements for the office shall result into his/her disqualification
therefrom. The disqualification shall be declared by the Board of Directors within
thirty days of acquiring knowledge of the supervening non-compliance.
26.6 The officer in charge of the Company’s accounting records shall put in
place adequate administrative and accounting procedures for preparing the financial
statements of the Company and, where applicable, the consolidated financial statements.
26.7 The Board of Directors shall ensure that the officer in charge of the
Company’s accounting records has adequate powers and resources for fulfilling his/her
duties and it shall monitor his/her compliance with administrative and accounting
procedures.
26.8 The delegated bodies and the officer in charge of the Company’s accounting
records shall draw up a report to be enclosed to the financial statements of the
Company and, where applicable, to its consolidated financial statements. In such
report, they shall declare that the procedures referred to in Article 26.6 above
are adequate, that such procedures have been actually applied in the financial year
to which the aforesaid financial statements refer, that the financial statements
reflect the Company’s accounting records and that they provide a true and accurate
representation of the financial position and results of operations of the Company
and - in case of consolidated financial statements - of all the companies included
in its scope of consolidation.
TITLE VIII
BOARD OF AUDITORS
Article 27
27.1 The Shareholders’ Meeting shall appoint the Board of Auditors, consisting
of three acting Auditors, including the Chief Auditor, and determine the remuneration
thereof. The Shareholders’ Meeting shall also appoint two alternate Auditors.
The membership of the Board of Auditors shall comply with the applicable
relevant legislation and ensure gender equality in accordance with the applicable
legislation, within the limits and under the procedures specified therein.
27.2 The Auditors shall hold office for three financial years. Their office
shall expire upon the date of the Shareholders’ Meeting convened to approve the
financial statements for the third financial year of their term of office. The outgoing
Auditors may be re-elected.
27.3 The meetings of the Board of Auditors may also be held by using audiovisual
and teleconferencing or similar telecommunications systems, provided that all participants
can be identified and can follow the debate on the items of the agenda in real time,
as well as send and receive documents. Where such requirements are satisfied, the
meeting of the Board of Auditors shall be deemed to be held in the place where the
Chairperson is located.
27.4 It is forbidden to pay attendance allowances to the members of the Board of Statutory Auditors.
TITLE IX
LEGAL AUDITING OF ACCOUNTS
Article 28
28.1 The legal auditing of the Company’s accounts shall be assigned to a legal
auditing company included in the appropriate register. The Shareholders’ Meeting
shall appoint the legal auditing company on the basis of a reasoned proposal put
forward by the Board of Auditors, determining its fees for the entire duration of
the assignment and defining criteria, if any, for updating such fees during the
assignment.
The assignment shall have a duration of three financial years and expire upon the
date of the Shareholders’ Meeting convened to approve the financial statements for
the third financial year of assignment.
The assignment shall be renewable.
TITLE X
FINANCIAL STATEMENTS AND INCOME
Article 29
29.1 The financial year shall close on 31 December of each year.
29.2 At the end of each financial year, the Board of Directors shall prepare
the Company’s financial statements in compliance with the applicable legislation.
Article 30
30.1 Any dividends remaining unclaimed within five years of their payable
dates shall be forfeited in favour of the Company and directly appropriated to reserve.
TITLE XI
DISSOLUTION AND WINDING-UP
Article 31
31.1 In the event of dissolution of the Company, the Shareholders’ Meeting
shall determine the winding-up procedures, appoint one or more liquidators and determine
their powers and remuneration.
TITLE XII
GENERAL PROVISIONS
Article 32
32.1 The establishment of bodies different from those provided by the general rules of the Company is not permitted.
32.2 The setting-up of committees entrusted with advisory or proposing responsibilities – is permitted only if provided for by law. In the case of their setting-up, the members of such committees are not entitled to any remuneration exceeding the 30% of the amount determined for the office of Director, however in line with the professional qualification and with the level of the commitment required.
32.3 All matters not regulated hereby shall be governed by the Italian Civil
Code and by the applicable special laws.
32.4 The provisions of Articles 15 and 27, aimed at ensuring compliance with
the applicable laws and regulations on gender equality, shall apply for the first
three renewals of the Board of Directors and of the Board of Auditors, respectively,
after enforcement of the provisions of art. 2 of Decree no. 251 of the President
of the Italian Republic of 30 Nov. 2012.
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