Article. 29) of Salini Impregilo S.p.A.'s Bylaws requires that “the shareholders elect a Board of Statutory Auditors, consisting of three standing and two alternate statutory auditors.
The statutory auditors shall have the characteristics required by law, the Bylaws and any other relevant regulations.
Appointment of the Board of Statutory Auditors takes place using lists presented by the shareholders using the methods and within the timeframe set out below in accordance with the pro tempore legislation about gender equality. The candidates are listed in consecutive order in each list. Lists have two sections: one for the candidate standing statutory auditors and one for the candidate alternate statutory auditors. They shall include at least one candidate for each position and may comprise up to a maximum of three candidates for the standing statutory auditor position and up to two for the alternate auditor position.
Lists presented by the shareholders are deposited at the company’s registered office to be available for public consultation as indicated in the notice calling the shareholders’ meeting. They are deposited at least twenty-five days before the date of first call of the meeting, unless other mandatory directives are given by legislative and regulatory instructions.
Lists with a total number of candidates equal or more than three shall include candidates of both genders so that at least one fifth (for the first mandate after 12 August 2012) and subsequently one third (rounded up) of the candidates for standing statutory auditors and at least one fifth (for the first mandate after 12 August 2012) and subsequently one third (rounded up) of the candidates for the alternate auditor belong to the less represented gender on the list.
Shareholders, shareholders forming part of significant shareholder agreements as per article 122 of Legislative Decree no. 58 of 24 February 1998, the parent, subsidiaries and jointly controlled entities as per article 93 of the same decree may not present, or be involved in presenting (also via trustees or nominees), more than one list. Nor can they vote (also via trustees or nominees) for more than one list. Moreover, each candidate may only be present in one list in order to be eligible. Inclusion in more than one list or votes for more than one list are not counted.
Only those shareholders that, either individually or together with other shareholders, own shares making up the percentage of share capital required for presentation of lists for candidate directors, may present lists (see section 4.1 of this report).
Together with each list, and within the timeframe described earlier, the shareholders deposit: (i) information about the shareholders presenting the list; (ii) statements whereby each candidate accepts their candidature and states, under their own responsibility, the inexistence of any reasons for ineligibility or incompatibility and the existence of the requirements for the relevant offices, including compliance with the ceiling for the number of positions that can be held under the current law and regulations; (iii) a professional and personal profile of each candidate; and (iv) any other information that is requested by the applicable law or regulations given in the notice calling the shareholders’ meeting.
In addition, the relevant certificate issued by a legally-authorised broker, showing ownership to the number of shares necessary to present lists at the date of depositing the list with the company within the deadline set by the relevant laws for the publication of lists, is also to be lodged.
Lists which are presented that do not meet the above requirements are considered not to have been presented.
Candidates that are ineligible or incompatible or who do not have the requirements established by the relevant legislation or who hold more positions than is allowed by the current laws and regulations cannot be included in the lists.
The statutory auditors are elected as follows:
- two standing statutory auditors and one alternate auditor are taken from the list that got the most number of votes in the shareholders’ meeting, taken from the list in consecutive order in which they are included in the list sections;
- the other standing auditor and other alternate auditor are taken from the list that received the second largest number of votes and that was presented and voted by shareholders that are not related directly or indirectly to the shareholders as per article 148.2 of Legislative Decree no. 58 of 24 February 1998. They are taken in consecutive order from the list sections (“Minority list”). If two lists receive the same amount of votes, that presented by the majority shareholders is considered or, subordinately, that presented by the larger number of shareholders.
When the above method does not ensure the composition of the Board of Statutory Auditors in accordance with the pro tempore legislation about gender equality, the elected candidates are substituted accordingly using the list that obtained the most votes and the consecutive order in which the candidates were listed.
When the list system is not used, shareholders elect statutory auditors by majority vote, without prejudice to the pro tempore about gender equality.
The chairperson of the Board of Statutory Auditors is the first candidate on the Minority list. Statutory auditors fall from office in the cases provided for by the relevant legislation or whenever the by-law requirements for their appointment are no longer met.
When one of the standing statutory auditors needs to be replaced, the alternate auditor from the same list is co-opted. If both the statutory and alternate auditors from the Minority list leave their positions, the candidate in the next place on the same list is co-opted or the first candidate on the minority list that received the second largest number of votes.
Without prejudice to the replacement procedure as per the above paragraph, the composition of the Board of Statutory Auditors shall comply with the pro tempore legislation about gender equality.
Shareholders appoint or replace statutory auditors in meetings called in accordance with article 2401.1 of the Italian Civil Code complying with the requirement to ensure minority shareholder representation and the pro tempore legislation about gender equality.
Outgoing statutory auditors may be re-elected.
As required by article 1.2.b) and c) and paragraph 3 of Ministerial decree no. 162 of 30 March 2000, aspects and sectors closely related to the company’s activities are those aspects (legal, economic, financial and technical-scientific) and business sectors tied to or related to the company’s activities and part of its business object."