The Bylaws is the document that identifies the essential characteristics of the company’s internal structure and its operational regulations.
The Bylaws define:
- The company’s name, head office and term;
- The company’s mission;
- The share capital’s structure, provisions for its increase, special powers reserved to the governance body, shareholders’ rights, voting restrictions and resignation possibilities;
- How to conduct the Shareholders’ Meeting and the right to report;
- The administration and control model adopted and the procedures for appointing the Board of Directors and the Board of Statutory Auditors; the regulations for the Board of Directors’ operation, the composition and distribution of powers of the corporate bodies and relations among them;
- The term of the company activities and the regulations on dividend distribution;
- Provisions regarding the company’s dissolution and liquidation.
Issues that are not dealt with in the Bylaws, are ruled by the provisions of the civil code and by special laws.
The Bylaws may be amended with a resolution passed by the Extraordinary Shareholders’ Meeting. However, should the amendments be consequent to adjustments to law provisions or refer to specific subjects envisaged by the law or referred to in the Bylaws, the Board of Directors may approve its own resolution on the matter.
The latest amendments to the Bylaws were adopted by the Shareholders’ Meeting held on April 22, 2009 (Minutes of the Shareholders’ Meeting No. 30783 and 30842, File N. 12771 by Nicola Atlante, Notary in Rome, enrolled in the Notary Council of Rome). The total share capital indicated in article 5.1 includes the partial execution of the resolution for increasing the share capital based on the Stock Option Plan adopted by the Board of Directors and specified in article 5.
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