The document providing an overview of the procedures for participating at meetings by shareholders and the exercise of voting rights is posted on the company’s Internet site www.salini-impregilo.com (under the "Corporate Governance - Shareholders’ meetings” section).
Article 12) of the Bylaws establishes that meetings can take place in Italy and not necessarily at the registered office. Ordinary meetings are called every year within one hundred and twenty days of the reporting date and, at the very latest, within one hundred and eighty days if the legal conditions for doing so are met. Ordinary and extraordinary meetings are also called whenever the Board of Directors deems it suitable and when provided for by law.
Pursuant to article 14) of the Bylaws, shareholders with the right to intervene at meetings may appoint a representative with a written proxy in accordance with the law. The meeting chairperson checks the correctness of the proxies and the participants’ right to intervene at meetings.
Article 15) of the Bylaws establishes that both ordinary and extraordinary meetings should be constituted and resolve in accordance with the law. Sections 4 and 13 of this report set out the conditions for electing members of the Board of Directors and statutory auditors.
Article 16) of the Bylaws states that the documentation deposited for admission to the shareholders’ meeting on first call shall also be valid for subsequent calls. It also states that meetings shall be convened by means of a notice of call setting forth the information required by applicable regulations, published within the statutory deadline:
- on the company’s Internet site;
- in the Official Gazette of the Italian Republic or the Corriere della Sera newspaper, when required by a compulsory order or so decided by the Board of Directors;
- in any other manner required by the laws and regulations in effect at any given time.
Shareholders may inform the company of their proxies by sending the document to the e- mail address indicated in the notice. The Bylaws do not require that the shares, for which the communication pursuant to article 2370.2 of the Italian Civil Code is required, remain unavailable until the meeting has been held, nor do they allow voting by post or on-screen or video link-up.
With respect to the meeting held on 30 April, 9 May (special savings shareholders’ meeting) and 12 September 2013, pursuant to article 135-undecies of the Consolidated Finance Act, the company appointed a Designated representative to which the shareholders may give proxies with voting instructions for all or some of the matters on the agenda.
Pursuant to articles 17)18) , and 19) of the Bylaws, the meeting is chaired by the chairperson of the Board of Directors, or in their absence, by one of the deputy chairpersons. this is not possible, the meeting appoints a chairperson from among the directors or shareholders present. The meeting chairperson has full powers for the checking of shareholders’ rights to participate, the correctness of the proxies, that the meeting is regularly constituted and sufficiently attended to take resolutions, the management and chairing of discussions and to establish voting methods. The meeting appoints a secretary who does not have to be a shareholder and, if necessary, two tellers from the shareholders and statutory auditors. Resolutions are documented in the minutes which are written into the minutes book, signed by the chairperson, secretary and the tellers, if appointed. When the minutes are written by a notary, they are subsequently copied into the minutes book.
The Issuer’s Bylaws do not provide that the meetings have to approve specific actions taken by the directors. As described in section 4.3 of this report, the Bylaws give the Board of Directors the power to approve the set up or closing of branches in Italy or abroad, the reduction of share capital when shareholders withdraw, the amendment of the Bylaws to comply with mandatory legal requirements, the transfer of the registered office within Italy, mergers of subsidiaries which are wholly-owned or of which the Issuer holds at least 90% of their share capital as long as these transactions comply with articles 2505 and 2505-bis of the Italian Civil Code.
In their ordinary meeting of 8 May 2001, the shareholders approved the “Rules for Impregilo S.p.A. shareholders’ meetings” (now Salini Impregilo) which is available on the Internet site www.salini-impregilo.com, under the "Corporate Governance - Shareholders’ meeting” section, drawn up using the format proposed by Assonime. Their scope is to ensure the orderly conduct of meetings with respect to each shareholder’s fundamental right to request clarifications about matters on the agenda, to express its opinion and make proposals.
These rules set out the methods used to ensure each shareholder’s right to take part in discussions about the matters on the agenda.
Nine directors (including the Chairperson and CEO) attended the Shareholders' meeting held on 30 April 2013. No other directors except the Chairperson attended the special savings shareholders’ meeting held on 9 May 2013. Nine directors (including the Chairperson and CEO) attended the Shareholders' meeting held on 12 September 2013. The Board of Directors reported to the shareholders about the activities both carried out and planned for the future in the meetings. It took the necessary steps to ensure that the shareholders receive adequate information about the matters in order to be able to make informed decisions. None of the shareholders asked the chairperson of the remuneration committee to report on how the committee works.
In accordance with current Bylaws requirements, changes in the Issuer’s market capitalisation during the year did not impair the exercise of actions or privileges designed to protect the minority shareholders.