1. The “Consiglio Generale” is composed of seventeen Councilors, of which fourteen are designated as follows:
a) two by the City of Turin;
b) one by the Piemonte Region;
c) one by the City of Genoa;
d) two by the Chamber of Commerce, Industry, Crafts, and Agriculture of Turin;
e) one by the Chamber of Commerce, Industry, Crafts, and Agriculture of Genoa;
f) one by the Chamber of Commerce, Industry, Crafts, and Agriculture of Milan;
g) one by Unione Regionale delle Camere di Commercio del Piemonte;
h) one by the Consiglio Regionale del Volontariato, referred to in the Law of the Piemonte Region 29 August 1994, nr. 38;
i) one by the Accademia delle Scienze of Turin, having alternatively heard the opinion of the Physical, Mathematical, and Natural Sciences class and the Moral, Historical, and Philological Sciences class;
j) one by the Accademia Nazionale dei Lincei, having alternatively heard the opinion of the Moral, Historical, and Philological Sciences class and the Physical, Mathematical, and Natural Sciences class;
k) one by the Commission for equal opportunities for men and women;
l) one by the European Foundation Centre, to be identified among persons who are not the expression of foundations of banking origin indicated in the legislative decree 17 May 1999, nr. 153.
2. The designations indicated at letters a) and d) must respect the principle of equal gender opportunities.
3. At least ninety days prior to the expiration date of the Consiglio Generale’s term of office, the Chair, as provided for by art. 20.2 with respect to art. 9.1, shall invite the Entities referred to in paragraph 1 to make the respective designations, sending to each of them a copy of these Articles of Association.
4. At the latest ninety days from the date of the invitation sent according to the preceding paragraph, the Entities indicated in paragraph 1 shall designate persons having skills and experience in at least one of the priority sectors, and send the relevant written notice to the Chair of the Compagnia, illustrating, in this respect, the reasons for their designation.
5. If the designations are not made within the deadline established in the preceding paragraph, the Chair urges the Entities that have not made their designations to do so within fifteen days from the date of the new invitation; should this extended period pass fruitlessly, the appointment shall be made by the new “Consiglio Generale” before moving on to the co-optation of the members appointed as provided for by paragraph 6 below.
6. The Consiglio also includes three members that must be co-opted during the first meeting.
7. The choice of the members to be co-opted must be made among qualified personalities and in such a way as to ensure the balanced presence of specific and acknowledged professional competences in the priority sectors, also promoting the presence of the least represented gender within the Consiglio.
1. The “Consiglio Generale” shall stay in office for four years. All of the Councilors shall cease from office with the approval of the balance sheet relevant to the last year of their office.
2. The Councilor that intends to resign must send written notice to the Chair and to the Chair of the Board of Auditors. Any Councilors who cease from office due to resignation or other causes are substituted, by virtue of art. 8, through the same procedure used for their designation or co-optation: the Chair shall promptly activate, depending on the case, the designation by the Entity that had designated the resigning Councilor or the co-optation by the “Consiglio Generale”.
3. With due respect for the limits set by the laws, the “Consiglio Generale” shall draft regulations, establishing the rules for the assumption of company positions, in companies in which the Compagnia holds a stake or in instrumental bodies, by members of the policy-making, administration, direction, and control bodies of the Compagnia, excluding in any case the cumulation of remunerations.
4. In addition to the refund of the expenses occasioned by the office, the Councilors shall be entitled to the attendance fees determined by the “Consiglio Generale” at the Chair’s suggestion, having heard the Board of Auditors’ opinion.
1. The “Consiglio Generale” meets at least twice a year in order to fulfill the obligations provided for in art. 20 and every time it is necessary for the performance of its functions. The Chair summons the “Consiglio Generale” if he/she deems it necessary and, without delay, when ever it is requested in writing by at least five Councilors, with the indication of the reasons for the request.
2. The Chair establishes the agenda; the meetings are normally held at the Compagnia’s premises; however, the “Consiglio Generale” can meet anywhere else, in Italy or abroad, with the exclusion of teleconference systems.
3. The notice of convocation, with a summary of the points on the agenda, must be sent, by any means suitable for ensuring its reception, to the Councilors and Auditors at least five days prior to the day fixed for the meeting. In particularly urgent cases, the convocation can take place with a simple 48 prior notice.
4. For the validity of the resolutions, the presence of the majority of the Councilors in office is necessary. The resolutions are taken with the absolute majority of the present Councilors, subject to the provisions of the paragraphs below.
5. The resolutions concerning the modifications to the Articles of Association are taken with the favorable vote of two thirds of the Councilors in charge.
6. The resolutions having the following subject matters are taken by absolute majority of the Councilors in charge:
a) the co-optation of the Councilors indicated in art. 8.6;
b) the deeds that establish rules or the operating regulations referred to in art. 11.3, letter b);
c) the appointment of the Chair, the Vice Chair, and of the other members of the Management Committee;
d) the liability action against the Chair and the other members of the Management Committee, or against the members of the control body;
e) the appointment or revocation of the members of the Board of Auditors.
7. Only in the case of appointments, if the majority required in the preceding paragraph is not reached after two consecutive rounds of voting, starting with the third voting the relevant resolutions will be taken by absolute majority of the present Councilors.
8. For resolutions concerning persons, the “Consiglio Generale” can establish special voting methods. Moreover, it can set additional rules for its operation.
9. The members of the Management Committee participate to the meetings of the “Consiglio Generale” without right to vote.
10. If the “Consiglio Generale” does not exhaust all the points in the agenda during the course of the meeting summoned for that purpose, the Chair adjourns its continuation until five working days at the latest.
11. The minutes of the resolutions taken by the “Consiglio Generale” are drafted and copied in the register of the minutes by the Secretary-General, who participates in the relevant meetings; the Secretary-General acts as Secretary of the Consiglio and, in this task, can receive the help of other persons. In case of absence of the Secretary-General, the above tasks are carried out by another person designated by the Consiglio.
1. The “Consiglio Generale” is the policy-making body of the Compagnia and determines its priorities, plans, and purposes, verifying the relevant results.
2. In order to carry out its policy-making functions, the “Consiglio Generale” can create commissions for specific areas and subjects. These commissions carry out advisory functions for the “Consiglio Generale” and the Management Committee, subject to the latter’s responsibility for the acts it carries out.
3. In any case, resolutions in the following subjects are reserved for the “Consiglio Generale”:
a) changes to the articles of association;
b) approval and modifications of the regulatory deeds or operating rules;
c) upon proposal by the Management Committee, the establishment of instrumental companies, and the acquisition of controlling interest in entities and companies indicated in art. 4.1, lett. b) and c);
d) approval of the balance sheet, of the annual planning document referred to in art. 20.4 and of the multi-year planning document mentioned in art. 3.2;
e) appointment and revocation of the Chair, Vice Chair and of the other members of the Managing Committee, and determination of the relevant emoluments;
f) appointment and revocation of the members of the Board of Auditors, and determination of the relevant emoluments;
g) exercise of the liability action against the members of the administration and control bodies;
h) transformations and mergers.