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Board of Statutory Auditors

The Board of Statutory Auditors (“BSA”) is the supervisory body of an Italian Joint Stock Corporation (“JSC”) under the traditional corporate governance system together with the Board of Directors (“BoD”).

Division of Duties: The BSA has the broad duty to ensure that the management of the Company complies with the law, the Articles of Association (“AoA”) and the principles of good management and that the organizational, administrative and accounting structure of the Company is adequate. [...] The BSA members have to attend all the BoD Meeting and the General Meeting (“GM”). The BSA members do not have any power to manage the Company apart where all the BoD members are ceased from office and only for as long as a new BoD has been appointed. In that case, the BSA has the power to call the GM for the appointment of a new BoD. The BSA has a duty to investigate and report yearly to the GM on any compliant on wrongful acts of management reported to it by any Shareholder.

Composition: The BSA is composed of 3 or 5 regular members and 2 substitutes, whether Shareholders of the Company or not. The BSA of listed companies, which have a traditional corporate governance system, has to be composed of at least 3 members, one of whom has to be designated by the minority Shareholders; at least 2 of them have to be appointed by the minority Shareholders in the event the BSA is composed at least by 5 members. The Italian Civil Code requires that the BSA members satisfy certain requirements relating to their independence and experience. The Chairman of the BSA is appointed by the GM.

Appointment/Dismissal Competence: The BSA members are appointed by the GM, with the exception of the first BSA members that are designated in the Memorandum of Association (“MoA”). The BSA members are appointed for a term not exceeding 3 years. Unless otherwise set forth in the AoA or in the resolution that appointed them, the BSA members cease to hold the office when the GM approves the financial statements of their last year of office. They may be revoked by the GM only if there is a just cause and the resolution revoking the member has to be approved by a judge of the competent court (in Italian: “Tribunale”) upon the hearing of the relevant BSA member.

Alternates: In the event of death, resignation and debarment of a BSA member, the substitute members take office in order of age as long as the GM appoints new regular and substitute members to return the number of BSA to its original level.

For a description of how to change the respective board members, please see the individual steps in the "Step-by-Step"-schedules below. As all information on how to change board members in Italy on the CBM Site by nature is generic (i.e. does not include specific requirements for listed companies, special requirements in statutory documents or as otherwise stipulated in any type of special law), we strongly recommend seeking legal advice with Nctm Studio Legale before actually changing any board members in Italy.

Appointment
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman or the Vice-Chairman of the BoD (as set out in the AoA).

At least 8 calendar days prior to the GM (unless the AoA requires a longer notice period).

No.

No.

Yes, if the entire Stock Capital is represented and the majority of the BoD and BSA members attend the GM.

Convening notice to be published on the official journal of record of the Italian Government (in Italian: “Gazzetta Ufficiale”) at least 15 calendar days prior to the GM. However, if allowed in the AoA, the convening notice may be just sent to all Shareholders, BoD members and BSA members.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and the Secretary of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the original Minutes has to be kept in the Company Book.

No.

No, however, the GM may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the GM and the Secretary must be physically present in the same place.

The appointed BSA member must formally accept the office. If the appointed BSA member is present at the GM, he may accept his office at the meeting and the minutes must report his acceptance. Otherwise he may accept his office just filling the application form.
3

Filling of application with the Italian Business Register.

(i) Application form (electronic);

(ii) Minutes of the GM;

(iii) Valid identity document of the appointed BSA member and a BoD member who is also legal representative;

(iv) Standard form of the Company Register.

Yes, standard form of the Business Register to be signed by the appointed BSA member and a BoD member who is also legal representative of the Company.

Within 30 calendar days from the GM.

Yes, although for the purpose of the filling, a scanned copy is sufficient.

No.

No.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
0-30 days

0-38 days**

*However, less than 8 days is possible if Step 1 is waived. Also, publishing in the official journal, if required, require longer notice period.

**The need for a physical meeting may take additional time.
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Dismissal
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Convening of GM.

Convening notice.

Yes, to be signed by the Chairman or the Vice-Chairman of the BoD (as set out in the AoA).

At least 8 calendar days prior to the GM (unless the AoA requires a longer notice period).

No.

No.

Yes, if the entire Stock Capital is represented and the majority of the BoD and BSA members attend the GM.

Convening notice to be published on the official journal of record of the Italian Government (in Italian: “Gazzetta Ufficiale”) at least 15 calendar days prior to the GM. However, if allowed in the AoA, the convening notice may be just sent to all Shareholders, BoD members and BSA members.
2

GM.

Minutes of the GM.

Yes, to be signed by the Chairman of the GM and the Secretary of the GM.

At the date as stipulated in the convening notice (unless waived, cf. Step 1).

Yes, the original Minutes has to be kept in the Company Book.

No.

No, however, the GM may be held by audio conference, if permitted by the AoA. Please note that the Chairman of the GM and the Secretary must be physically present in the same place.

The resolution of the GM has to be approved by Decree of an Italian court, upon the hearing of the revoked BSA member (cf. Step 3).
3

Judicial Proceeding before the Italian competent court.

Action commenced by the BoD.

Yes, to be signed by the BoD member who is also the legal representative of the Company.

There are no mandatory terms but it usually takes between 3 and 6 weeks (and up to 12 months for very complex cases depending on the cause of revocation).

Yes.

No.

No.

The proceeding takes place in Council Chamber. The Judge simply listens to the revoked BSA member and verifies whether there is a just cause. The proceeding ends with the Decree of the Italian court which approves/or not the resolution of the GM.
4

Filling of application with the Italian Business Register.

(i) Application form (electronic);

(ii) Minutes of the GM and the Decree of the Italian court;

(iii) Valid identity document of the person who signs the standard form;

(vi) Standard form of the Business Register.

Yes, standard form of the Business Register to be signed by a BoD member.

Within 30 calendar days from the “res judicata” of the decision of the court.

Yes, although for the purpose of the filling, a scanned copy is sufficient.

No.

No.
1
Step 1
>8 days*
2
Step 2
0 days
3
Step 3
3-6 weeks**
4
Step 4
0-30 days

3 weeks - 11 weeks***

*However, less than 8 days is possible if Step 1 is waived. Also, publishing in the official journal, if required, require longer notice period.

**Longer period may apply depending on the complexity of the dismissal.

***The need for a physical meeting may take additional time.
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Resignation
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Step Action Documentation Signatures? Timing Originals? Notarization/
Certification?		 Waiver of
Step?		 Miscellaneous
1

Notification to the BoD and the other BSA members (alternates included).

Resignation letter.

Yes, to be signed by the BSA member who resigns.

At any time.

No.

No.

No.

Even if it is not expressly provided in the Italian Civil Code, Italian scholars state that the BSA member should indicate the reason of his resignation. If there is no just cause, the Company is entitled for compensation.
2

Filling of application with the Italian Business Register.

(i) Application form (electronic);

(iii) Valid identity document of the person who signs the standard form;

(iii) Standard form of the Business Register.

Yes, standard form of the Business Register signed by a BoD member who is also legal representative of the Company.

Within 30 calendar days from the date of the notification of the resignation.

Yes, although for the purpose of the filling, a scanned copy is sufficient.

No.

No.
1
Step 1
No specific requirements
2
Step 2
0-30 days

0-30 days
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Nctm Studio Legale has provided all input about changing board members in Italy. Nctm is a leading [...] independent law firm in Italy providing multi-focused legal services to corporate clients and financial institutions. 

For five consecutive years, we have been recognized by the FT as one of the Most Innovative Law Firms. Our team is more than 250 strong, which includes 57 dynamic equity partners. With well-established offices in Milan, Rome, London, Brussels and Shanghai, we are known for our innovative approach, tailored expertise and prevailing quality in helping our clients to fully meet their needs.

For more information about Nctm Studio Legale and changing board members in Italy, please use the below contacts:

TEL: +39 02 72 55 11
EMAIL: bd@nctm.it
WEB: www.nctm.it