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5. liability action against directors and against the auditors. The ordinary shareholders’ meeting of a S.p.A must be held at least once a year (in order to approve the balance sheet of the company). The extraordinary meeting decides on matters of higher significance and relevance for the existence of the S.p.A., as are the amendments to the articles of association or the appointment (and determination of powers) of the liquidators of the corporation. Extraordinary meetings shall be held before a notary public and require higher majority quorums than those required for ordinary meetings in order to validly pass the relevant resolutions. The right to vote is regulated under Article 2351 of the Italian Civil Code, which states the general principle “one share, one vote”. However, the Bylaws may derogate to this principle and provide for the creation of non-voting shares, as well as limited voting shares according to particular topics, or subject to not merely potestative conditions. The value of these “different” shares may not exceed half of the share capital. Following the amendments introduced by Law Decree no. 91 of June 24, 2014, the Bylaws may provide for the creation of shares with multiple voting rights also limited to particular topics or subject to not merely potestative conditions (s.c. “ azioni a voto plurimo ”). Each multiple voting share may entitle the holder to express up to a maximum of three votes. The new provisions about multiple voting shares do not apply in the case of special laws applicable to the Company and in any case of listed companies.
b) Administrative Body The governance of an S.p.A. can be exercised through three different systems: (i) the “traditional” system, composed of a board of directors, or a sole director, and a board of auditors; (ii) the “monistic” system, composed of a board of directors and its internal body named control committee; or (iii) the “dualistic” system, made of an administrative board and a surveillance board. b.1) The Traditional System The traditional system of corporate governance of a S.p.A. is based on the simultaneous presence of two separate bodies, i.e. (i) the administrative body (board of directors or a single director), which oversees the management of the company, and (ii) the board of statutory auditors, which is mainly in charge of controlling the management of the company and the compliance of the company’s activities with law and the a shareholders’ meeting for a term of three years. The appointment can be renewed. The directors are neither required to be Italian citizens or permanent residents in Italy. by- laws. Directors are appointed by Furthermore, individuals who have been declared legally incapable or bankrupt, as well as those who have been sentenced to a penalty entailing a ban from public office, even if temporary, or the inability to exercise managerial functions, may not be appointed as directors. The board of directors may delegate part of its own powers either to an executive committee, made up of some
ILN Corporate Group – Establishing a Business Entity Series
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