Election and composition

Pursuant to the Company’s Bylaws, the Board of Statutory Auditors must be comprised of three Statutory Auditors and three Alternates.

The composition of the Board of Statutory Auditors must also comply with the requirements of the applicable gender parity provisions.

Nominations, accompanied by the documents required by the applicable laws and regulations, must be filed at the Company’s registered office within the deadline and the formalities set forth in the Notice of Shareholders’ Meeting or, in absence of the above-mentioned indication, may be submitted directly in the Shareholders’ Meeting.

The nomination of each Statutory Auditor must be accompanied by: information about the identity of the shareholders who are submitting the nominations; a professional curriculum vitae listing any management and control posts held at any other companies; and an affidavit by which the candidate declares that there are no issues that would make them incompatible or unelectable or would cause them to be removed from office and that they meet the requirements for election as Statutory Auditor pursuant to current laws and the By-laws; and that they accept the nomination. In this regard, please note that, as required by the Decree of the Ministry of Justice dated March 30, 2000, the By-laws list the professional requirements for Statutory Auditors. In any event, persons who do not meet the requirements of independence, integrity and professionalism set forth in the relevant statutes and the By- laws or who already serve on the maximum allowed number of posts of administration and control bodies, determined in accordance with the applicable regulations, cannot be elected.

The Shareholders’ Meeting shall elect the Chairman of the Board of Statutory Auditors from among the candidate nominated for the post of Statutory Auditor.

Any Statutory Auditor who no longer meets the requirements of the applicable laws and these Bylaws shall be removed from his or her office.

Elected Statutory Auditors serve for a term of three years and may be reelected.

The Bylaws place no additional restriction on the Statutory Auditors with regard to the number of management and control posts held beyond those imposed by the laws currently in effect, the intent of which would be to ensure that Statutory Auditors can devote the required time to the performance of their tasks. In any event, responsibility for assessing whether a Statutory Auditor is performing his/her function effectively should rest with the shareholders upon the Statutory Auditor’s election and with the Statutory Auditor upon acceptance of the assignment.

The current members of the Board of Statutory Auditors, confirmed on April 28, 2020, are: Serenella Rossi (Chairman), Lorenzo Pozza, and Gabriele Villa. They will expire with the Shareholders' Meeting approving the 2022 Financial Statements. All elected Statutory Auditors are listed in the Register of Independent Auditors, except for the Chairwoman, and meet the requirements of current laws and the By-laws, as well as the Code’s independence requirements for Directors, applied, with the requisite adjustments to the Statutory Auditors. The Board of Statutory Auditors informed the Board of Directors that it verified that these requirements were still being met after its election and subsequently, on the occasion of the meeting during which it reviewed the Company’s corporate governance system.

All curricula and documentation relating to the Statutory Auditors in office are published on The Company’s website. In the section “Past held by Statutory Auditors” are indicated the position held by Statutory in office as at 31 December 2020 in other companies.