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

Persons authorized to take part and vote may choose to be represented inthe general meeting under a proxy issued in writing or electronically where this ispermitted by the regulations in force and in accordance with them, withoutprejudice to grounds of incompatibility and within the limits provided by law.The Bank has not adopted a specific set of regulations for holding generalmeetings, as its Articles of Association ensure that proceedings are conducted inan orderly manner, providing for the Chairman of the meeting, who under theArticles is the Chairman of the Board of Directors, has the duty of establishingthat a quorum has been reached, ascertaining the identity of those in attendance,and assessing their entitlement to be so present, chairing and conducting theproceedings, and checking and announcing the results of any votes taken.BOARD OF DIRECTORSIRECTORS: COMPOSITION AND ROLEThe Board of Directors consists of between fifteen and twenty-three members,with one place reserved for minority shareholders. Of the Directors thus appointed, fiveare managers with at least three years’ experience of working for the MediobancaBanking Group, three qualify as independent as defined in Article 148, para. 3 ofItalian Legislative Decree 58/98, and two, who may coincide with the three qualifyingas independent referred to above, qualify as independent based on the Code of Conductfor Listed Companies issued by Borsa Italiana.The Board of Directors of Mediobanca was appointed by shareholders in a generalmeeting held 28 October 2008 for the 2009-11 three-year period. In accordance with theArticles of Association, Directors are appointed on the basis of lists of candidates who arein possession of the requisite professional credentials, qualify as fit and proper persons tohold such office and as independent in accordance with the law and the company’sArticles of Association. Such lists are submitted by shareholders representing in theaggregate at least the percentage of the company’s share capital established underregulations in force and stated in the notice of meeting (currently 1%). Please see Article14 of the Articles of Association for the procedures relating to the appointment anddismissal of Directors, which may be found on the Bank’s website at www.mediobanca.it/Corporate Governance.– 547