Rome, 24 Jun 2022 19:48
The Board of Directors of Poste Italiane S.p.A. (“Poste Italiane” or the “Company”) met today under the chairmanship of Maria Bianca Farina, took note and confirmed, in compliance with the Consob Issuer Regulation and the Corporate Governance Code, the results of the positive assessment carried out by the new Board of Statutory Auditors on 22 June 2022 regarding the compliance by all its regular members, appointed at the Ordinary Shareholders' Meeting held on 27 May 2022 (Mauro Lonardo, Chairman, Gianluigi Fiorendi and Serena Gatteschi), with the independence requirements under the law (article 148, paragraph 3, of the Consolidated Law on Finance) and the Corporate Governance Code (Recommendation 7, as referred to by Recommendation 9) for statutory auditors of listed companies(1).
Furthermore, the Board of Directors (i) ascertained upon all the members of the new Board of Statutory Auditors the integrity and professionalism requirements provided for statutory auditors of listed companies by the Ministry of Justice Decree n. 162 of 30 March 2000, as well as (ii) took note of the results of the assessment carried out by the new Board of Statutory Auditors about the possession upon all its members of the requirements and criteria of adequacy for the performance of the office of corporate officers of banks established by the Ministry of Economy and Finance n. 169 of 23 November 2020, applicable to Poste Italiane by virtue of the bancoposta activities conducted by the Compnay through the BancoPosta Ring-fenced Capital.
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The Board of Directors also definitively approved the merger by incorporation into Poste Italiane of PSIA S.r.l. (“PSIA”), already disclosed to the market by the press release of 13 April 2022.
The resolution was passed by the Board of Directors and not by the Shareholders’ Meeting (as this is a simplified merger by incorporation, being conducted with wholly owned subsidiary) pursuant to the art. 20.2 of the Articles of Association and art. 2505, paragraph 2, of the Italian Civil Code.
Furthermore, the Board of Directors (i) ascertained upon all the members of the new Board of Statutory Auditors the integrity and professionalism requirements provided for statutory auditors of listed companies by the Ministry of Justice Decree n. 162 of 30 March 2000, as well as (ii) took note of the results of the assessment carried out by the new Board of Statutory Auditors about the possession upon all its members of the requirements and criteria of adequacy for the performance of the office of corporate officers of banks established by the Ministry of Economy and Finance n. 169 of 23 November 2020, applicable to Poste Italiane by virtue of the bancoposta activities conducted by the Compnay through the BancoPosta Ring-fenced Capital.
* * *
The Board of Directors also definitively approved the merger by incorporation into Poste Italiane of PSIA S.r.l. (“PSIA”), already disclosed to the market by the press release of 13 April 2022.
The resolution was passed by the Board of Directors and not by the Shareholders’ Meeting (as this is a simplified merger by incorporation, being conducted with wholly owned subsidiary) pursuant to the art. 20.2 of the Articles of Association and art. 2505, paragraph 2, of the Italian Civil Code.
(1) The criteria used to assess the significance of professional, business or financial relationships or additional remuneration as set out in Recommendation 7 of the Corporate Governance Code are the same as those used to assess the independence of non-executive directors, as described in the Report on corporate governance and the ownership structure 2021.
To see the press release in full version download pdf
For further information:
Poste Italiane S.p.A Investor Relations Tel. +39 0659584716
Poste Italiane S.p.A. Media Relations Tel. +39 0659582097
