Composition Appointment

The Board is composed of three acting Statutory Auditors and three alternate Statutory Auditors who are appointed by the Shareholders' Meeting for three years and who may be re-elected at the end of their term.

The Chairman of the Board of Statutory Auditors is chosen by the Shareholders' Meeting from among the acting Statutory Auditors elected by the non-controlling shareholders. The Statutory Auditors are appointed on the basis of slates presented by the shareholders. One acting Statutory Auditor and one alternate are selected from among the candidates appointed by the non-controlling shareholders.

Slates are divided into two sections: the first containing candidates for appointment as acting Statutory Auditors and the second containing candidates for appointment as alternate Statutory Auditors.

Together with the filing of each slate, information on the shareholder(s) who presented the slate, statements of each candidate affirming that he satisfies the necessary legal requirements, and each candidate’s curriculum vitae, must be provided.

In order to comply with the applicable gender-balance legislation, the slates shall include, at the first two places for both the section for acting Statutory Auditors and the section for alternate Statutory Auditors, candidates of both genders. The By-laws provide for a supplementary procedure which ensures, in any case, compliance with the gender-balance rules.

The slates shall be filed at the Company's registered office, including remotely in the manner indicated in the notice calling the meeting, by the twenty-fifth day before the date of the Shareholders' Meeting.

The provisions of the By-laws which ensure compliance with applicable gender-balance legislation shall apply to the first three elections of the Board of Directors and Board of Statutory Auditors after 12 August 2012.

Legal requirements

The Statutory Auditors must satisfy the independence, professional qualification and integrity requirements established by the regulation issued by the Minister of Justice, as well as the further requirements established by the supervisory regulations of Banca d’Italia applicable to the Company with regard to BancoPosta activities.

As to the professional qualification requirements, the By-laws specify that the following subject matters are deemed to be strictly related to the Company's activities: commercial law, fiscal law, business management and business finance, as well as all subjects and industry sectors relating to communications, telecommunications and information technology, banking, finance and insurance activities.

All the Statutory Auditors in office are registered as authorised statutory auditors.

Through a self-evaluation process as described in its internal regulations, the Board of Statutory Auditors annually verifies the adequacy and efficiency of its composition and performance.