Appointment of directors
Under the By-laws that went the number of Directors can vary from a minimum of five to a maximum of thirteen members, and there are no list voting appointment mechanisms.
According to the By-laws, Directors are appointed for a maximum term of three years and are eligible for re-election, and there are no mechanisms for staggered expirations in the term of office of individual Directors.
The By-laws then provide that the composition of the Board of Directors must comply with the criteria laid out in the applicable provisions on gender balance and the minimum number of independent Directors, without fixing any additional requirements with respect to those set forth by the law and regulatory provisions, nor does it provide for specific professional or independence requirements taken from the Code, or specific professional characteristics for the Directors.
The provisions of the By-laws require that nominations, complete with the documents required pursuant to laws and regulations, be filed at the Company’s head office by the deadline and in the manner stated in the meeting notice or, absent such information, filed directly at the Shareholders’ Meeting.
The nomination of each Director must be accompanied by: information disclosing the identity of the parties filing the nominations; professional curricula of each candidate, listing any management and control posts held at any other companies and indicating whether a candidate qualifies as an independent Director pursuant to both the TUF and the Code; affidavits by which the candidates attest that there are no issues that would make them incompatible or unelectable or would cause them to be removed from office, that they meet the requirements for election as Directors pursuant to current laws and the By-laws and that they accept the nomination and the possible appointment.
As a Company subject to Concentrated Ownership, Edison’s Board of Directors has decided not to set up an Appointments Committee and, insofar as it is concerned, directly ensures that the Director appointment and succession process is transparent and functional to achieving an optimal composition of the administrative body, also in compliance with the principles of the Code.
With regard to the appointment of the administrative body in office on March 31, 2022, as already carried out during previous appointments, the outgoing Board of Directors has provided some indications concerning its size and composition, also with regard to managerial and professional figures. This is in the wake of the results of the self-assessment and in accordance with the recommendations of the Code.
The Board has recommended that it continue to ensure that the various Board Committees contain individuals characterised by the specific professional skills required by the Code, such as adequate experience in accounting and financial matters, and/or risk management and/or compensation policies.
The Board of Directors has recommended also the appointment of an adequate number of Directors possessing the independence requirements necessary pursuant to law and the Code, i.e., at least three.
TdE nominations for election to the Board of Directors currently in office, have regained:
- the number of directors;
- the appointment of the Board of Directors;
- the appointment of the President;
- the duration of the mandate;
- the remuneration of the Board of Directors.
The proposal are published as soon as they were received from TdE, the controlling shareholder, on March 21, 2022. At that time, TdE held 99.473% of the voting share capital. The same day, the relevant documents are made available and published on the Company website.
The Shareholders’ Meeting on March 31, 2022, has confirmed the number of Directors at ten, electing the current Board of Directors (six men and four women), of whom three independent, for three years, until the Shareholders’ Meeting called to approve the 2024 financial statements, the remuneration for each year in office and Chairman Marc Benayoun.
Composition of the Board of Directors
The Board of Directors in office consists of ten Directors (six men and four women), nine of whom are non-executive, three of whom are also independent: Marc Benayoun (Chairman), Nicola Monti (Chief Executive Officer), Béatrice Bigois, Paolo Di Benedetto (indipendent director), Fabio Gallia (indipendent director), Angela Gamba (indipendent director), Xavier Girre, Luc Rémont, Nelly Recrosio e Florence Schreiber.
The set-up of the Board of Directors in office respects the diversity criteria required by the Code and the law.
All the Directors in office were found to have adequate skills and professionalism in relation to the tasks they were called upon to perform and the responsibilities they assumed, also as members of the Board Committees. Specifically, their respective backgrounds include expertise in such areas as law, economics, finance, and organisational management, as well as subjects more specifically applicable to the businesses pursued by the Company and the Group. The personal and professional qualifications of the Directors in office are shown in the curricula attached in this website. In particular, the number and skills of the non-executive Directors are such as to ensure that they have a significant influence on the adoption of board resolutions and to guarantee effective monitoring of management. With regard to the assessment of the significance of the independent Directors, please refer to the relative section on “Independent Directors”
