The members of the Board of Directors are appointed by the Shareholders' Meeting on a slate voting system which ensures that non-controlling shareholders are represented on the Board. Poste Italiane's By-laws provide that three-fourths of the Directors are chosen from the slate that receives most votes by shareholders, and the remaining Directors from the slates of minority shareholders.
The Shareholders' Meeting appoints the Chairman of the Board of Directors. If the Shareholders' Meeting has not appointed a Chairman, the Board shall elect one among its members.
Directors cannot be appointed for a period of more than three financial years. Their term of office expires on the date of the Shareholders' Meeting called to approve the financial statements for the final year of their term. They may be re-elected. The Shareholders' Meeting sets the number of Directors to be appointed, within the limits set forth under Poste Italiane's By-laws (no fewer than five and no more than nine members) and their term of office.
The slate voting procedure shall apply only to the election of the entire Board of Directors. If, during the year one or more Directors resign, he/she shall be replaced, in accordance to article 14.5 of the Company's By-laws, by a resolution of the Board of Directors approved by the Board of Statutory Auditors, provided that the majority of Directors in office is composed of Directors appointed by the Shareholders' Meeting.
Directors appointed as described above remain in office up to the subsequent Shareholders' Meeting, which shall confirms the appointment or appoints other subjects. The maturity of the Directors confirmed by the Shareholders' Meeting is equal to that of Directors already in office.
If the majority of Directors appointed by the Shareholders' Meeting resigns or is removed, the entire Board shall be considered to have resigned, and the Board shall promptly call a Shareholders' Meeting to elect a new Board.
Directors may be removed by the Shareholders' Meeting at any time without prejudice to their right for compensation for damages if they are removed without just cause.
The Board of Directors appointed in May 2014 - and subsequently enlarged in July 2015, September 2015 and May 2016 - is composed of a number of members belonging to the less represented gender which is higher than the number required by law and the By-laws (i.e. 4 women out of 9). At least 1:3 of Directors shall belong to the less represented gender in the Board.
Slate voting system
Shareholders are entitled to submit a slate of candidates when, severally or jointly, represent at least 1% of the share capital of the Company or any other threshold established by Consob regulations. Each shareholder may, severally or jointly, submit only one slate of candidates. The corresponding controlling persons, subsidiaries and companies under common control may neither submit or participate in the submission of other slates nor vote them, either directly or through nominees or trustees.
The candidates shall be listed on the slates in numerical order. Each slate has to include no less than two candidates meeting the independence requirements, clearly identifying such candidates and numbering one of them at the first place of the slate. All candidates shall also satisfy the integrity requirements established by applicable law.
The slates shall be filed at the Company's registered office and shall be made available to the public within the terms and according to the manners as provided for by law.
Slates listing three or more candidates shall include candidates of both genders, as specified in the notice calling the Meeting, in order to comply with the applicable gender-balance legislation.
Together with each slate, under penalty of inadmissibility, the following documents must also be filed:
During the Shareholders' Meeting, once the voting formalities have been carried out, the three-fourths of the directors to be elected shall be chosen from the slate that receives most votes in the order in which they appear on the slate, and the remaining directors shall be chosen from the other slates submitted by shareholders who shall not be connected in any way, directly or indirectly, to the shareholders who have submitted or voted the slate that receives the largest number of votes.
The By-Laws include a supplementary procedure to the one described above which also ensures the appointment of independent Directors, as well as the compliance with the gender-balance rules. The slate voting procedure shall apply only to the election of the entire Board of Directors.