SPA Listed Companies Regulations PDF

Listed companies Companies shares are listed on a regulated market Purpose -ensuring efficient functioning of capital markets -ensuring transparency of corporate information -ensuring transparency in the corporate control market -ensuring protection of minority shareholders Notice of call shareholder...

Listed companies Companies shares are listed on a regulated market Purpose -ensuring efficient functioning of capital markets -ensuring transparency of corporate information -ensuring transparency in the corporate control market -ensuring protection of minority shareholders Notice of call shareholder meeting record date rule: those who hold shares on the seventh market day before the meeting are entitled to participate in the meeting. Notice of call to shareholders’ meetings → The notice of call must be published on the company’s website and in extract form in the daily newspapers. → The notice of call must be published within thirty days prior of the date of the meeting. → For shareholders’ meetings called to appoint, by means of list voting, members of the board of directors and internal control bodies, the time limit for publication of the notice of call shall be at least forty days prior to the date of the meeting. the board of directors shall make a report on each of the items on items of the agenda available to the public at the company's registered office and on the company website. Article 125-bis. Notice of call to shareholders’ meetings The notice of call shall contain: a) the indication of the day, time and place of the meeting b) a clear, precise description of the procedures to be applied in order to attend and vote at the shareholders' meeting; c) the record date d) the terms and conditions for collecting the full text of the proposed resolutions, e) the address of the website where to find all information and documents relating to the matters discussed and the exercise of voting rights; Information that must be published before the shareholders’ meeting in the company’s website: a) the documents that will be submitted to the shareholders' meeting; b) the forms that can be optionally used for voting by proxy and for correspondence voting; c) information on the amount of the share capital specifying the number and categories of shares into which it is divided. After the shareholders’ meeting must be published in the company’s website a summary report of the votes Integration of the items listed in the agenda and presentation of new proposal of resolution Shareholders, who individually or jointly account for one fortieth of the share capital, may ask for the integration of the list of items on the agenda,or presenting a resolution on items already on the agenda. The proposal are presented in writing, by correspondence or electronically and are disclosed in the same ways as prescribed for the publication of the notice calling the meeting. Right to submit questions prior to the shareholders’ meeting All those with voting rights may submit questions on the items on the agenda even prior to the shareholders' meeting. Questions received before the meeting will be answered during the said meeting. Proxies in listed companies States shall abolish any legal rule which restricts, or allows companies to restrict, the eligibility of persons to be appointed ad proxy holders The regulation of the shareholders’ agreements Agreements shall be null and void in the event of non-compliance with the requirements laid down by the law. Voting rights attached to listed shares for which the requirements have not been satisfied may not be exercised. Board of directors the administrative body must necessarily consist of several members. Requirements: persons who perform an administrative or management role must satisfy the integrity requirements established in the regulation issued by the Minister of Justice List voting mechanism: The Statute provides for members of the Board of Directors to be elected on the basis of the list of candidates and defines the minimum participation share required for their presentation, at an extent not above a fortieth of the share capital Lists are deposited with the issuer by the twenty-fifth day prior to the date of the meeting called to resolve on the appointment of the members of the board of directors and made available to the public at the company's headquarters, on the company's website and in the other ways envisaged by CONSOB by regulation, at least twenty-one days prior to the date of the shareholders' meeting Director elected by the minority: at least one member shall be elected from the minority Independent director should satisfy the independence requirements established for members of the board of statutory auditors Gender Equality The Statute also stipulates that the division of directors to be elected should be made on the basis of a criterion that ensures a balance between genders. The less-represented gender must obtain at least two fifths of the directors elected. Board of statuatory auditor Composition: The Articles of Association of a company shall establish, for the board of auditors: a) the number, not less than three, of auditors; b) the number, not less than two, of alternates. Requirements: The following persons may not be elected as auditors and, where elected, they shall be disqualified from office: b) spouses, relatives and the like up to the fourth degree of kinship of the directors of the company, -Persons linked to the company or to companies belonging to the same group roup by an employment relationship (in a broad meaning) which may compromise their independent position -Other reasons provided in the bylaws. -Open and listed companies: limits on the accumulation of appointments. -Integrity and experience requirements for the members of the board of statutory auditors provided by the Decree of the Ministry ofJustice CONSOB establishes the rules for the election procedure by list vote of a member of the Board of Statutory Auditors by minority shareholders, that are not directly or indirectly associated with the shareholders that submitted or voted the list qualifying as first for the number of votes received. The chairman of the board of statutory auditors shall be appointed by the shareholders’ meeting from among the auditors elected by the minority shareholders. Gender Equality The Statute also stipulates that the division of directors to be elected should be made on the basis of a criterion that ensures a balance between genders. The less-represented gender must obtain at least two fifths of the directors elected.