Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

GLI ORGANI SOCIALI– Shareholders in general meeting– Board of Directors– Chairman of Board of Directors– Executive Committee– Managing Director– General Manager– Head of Company Financial Reporting– Statutory Audit CommitteeGENERAL MEETINGSThe general meeting gives expression to the wishes of the body of the company’sshareholders, and decisions taken in such meetings, which are adopted in conformitywith the provisions of both the law and the company’s Articles of Association, arebinding on all shareholders. Issues which fall within the jurisdiction of shareholders ingeneral meeting include the following:– approval of financial statements and allocation of profits;– appointment and/or dismissal of the Board of Directors and Statutory AuditCommittee;– responsibilities of members of the Board of Directors and Statutory AuditCommittee;– engagement of, and termination of agreements with, external auditors;– transactions required by law to be approved by shareholders in extraordinarygeneral meeting;– remuneration policies and compensation schemes based on financial instrumentsadopted for Directors, Group employees and collaborators.The right to attend and vote at General Meetings is governed by the Articles ofAssociation (Section III, Articles 5ff), which stipulate that shareholders for which theissuer has received notification by the end of the third business day prior to the date setfor the meeting from an authorized intermediary based on the evidence at the end of theaccounting day of the seventh business day prior to the date set for the annual generalmeeting in the first or only instance; Authorization to take part and vote in cases wherethe notice is received by the issuer after the deadline may still be granted provided suchnotice is received before proceedings at the specific session of the meeting commence.546 –