The By-laws define the primary characteristics of the company as well as its primary rules of functioning. It describes the governance system adopted by the company and also outlines the fundamental criteria for the composition and division of the powers attributed to the corporate bodies and the relationship between them.
More specifically, by complementing legal provisions, the By-laws outline the criteria and the procedures for identifying the parties which contribute, at the highest level, to the management and control of the company.
The By-laws also describe the rights due to shareholders, the modalities for exercising these rights and it may be modified by means of a resolution of the Extraordinary Shareholders Meeting. Nevertheless, when the amendments of the By-laws involve mere updating to comply with normative changes, the Board of Directors may provide through a direct resolution.
In fact, the Board of Directors' Meeting of 9 November 2010, as empowered by article 23 of the Company Bylaws and by article 2365, section 2, of the Italian Civil Code, has therefore introduced, as of that date, the amendments required to align the By-laws of Mediaset with the new provisions introduced by the Legislative Decrees no. 27 and no. 39, 27 January 2010.
The Extraordinary Shareholders Meeting of 20 April 2011, refer to the possibility offered by the aforementioned Legislative Decree no. 27/2010 to introduce additional optional changes in the regulations, has approved the amendments of the By-law addressed to the adoption of criteria with a view organisational and operational simplification. The same General Meeting also adopted the amendments to the By-laws resulting from the decisions taken by the Company on related party transactions.
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