The members of the Board of Directors of Poste Italiane are appointed by the Shareholders' Meeting by means of a slate voting system which ensures that minority 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 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, but 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 less than five and up to nine members) and their term of office ( usually three years).
The slate voting procedure shall apply only to the election of the entire Board of Directors. If during their tenure one or more Directors resign, he/she shall be replaced, in accordance to article 14.5 of the Company's By-laws, through a resolution of the Board of Directors approved by the Board of Statutory Auditors, provided that the majority of Directors in office is still composed of Directors appointed by the Shareholders' Meeting.
Directors appointed as described above remain in office up to the subsequent Shareholders' Meeting, which shall confirm the appointment or appoint 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 on May 2023 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 Members in total). At least two every five Directors, in fact, 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 ranking 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 Shareholders’ Meeting, in order to comply with the applicable gender-balance legislation.
Together with each slate, under penalty of ineligibility, the following documents must also be filed:
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.
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 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, but 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 less than five and up to nine members) and their term of office ( usually three years).
The slate voting procedure shall apply only to the election of the entire Board of Directors. If during their tenure one or more Directors resign, he/she shall be replaced, in accordance to article 14.5 of the Company's By-laws, through a resolution of the Board of Directors approved by the Board of Statutory Auditors, provided that the majority of Directors in office is still composed of Directors appointed by the Shareholders' Meeting.
Directors appointed as described above remain in office up to the subsequent Shareholders' Meeting, which shall confirm the appointment or appoint 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 on May 2023 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 Members in total). At least two every five Directors, in fact, 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 ranking 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 Shareholders’ Meeting, in order to comply with the applicable gender-balance legislation.
Together with each slate, under penalty of ineligibility, the following documents must also be filed:
- the curriculum vitae of each candidate; and
- statements of each candidate accepting his/her appointment and declaring, under his/her personal responsibility, the absence of any grounds for ineligibility or incompatibility for such office and that he/she satisfies the requirements stated by laws and regulations.
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.
