Independent directors

The Board performs its own assessments of the requirements established by the Corporate Governance Code for Directors classified as independent at the first meeting after appointment by the Shareholders’ Meeting. It also assesses, periodically, the Directors’ level of independence. On 30 April 2013, after appointment, the Board ascertained that three of its Members (Giuseppe Benini, Francesca Maderna and Daniele Santosuosso) met independence requirements as per the criteria contained in the Corporate Governance Code for Listed Companies, making the outcome of its assessments known by means of a communication to the market. In addition, the Board of Statutory Auditors, pursuant to Application Criterion 3.C.5. of the Corporate Governance Code, checked, on the same date, the application of the criteria and of the verification procedures used by the Board of Directors to assess the independence of its Members and deemed it compliant with the indications provided by the Corporate Governance Code.

The Board of Directors, on an annual basis, checked the independence requirements provided for by the Corporate Governance Code and by paragraph 3 of Art. 148 of the CFA as concerns the Directors Giuseppe Benini, Francesca Maderna and Daniele Santosuosso. The latest of these checks took place during the Board meeting of 20 January 2015 and the Board of Statutory Auditors verified whether the criteria and procedures for such an evaluation were carried out correctly by the Board, during their meeting on 2 February 2015.

During the year, the independent Directors, despite not seeing the need to meet officially in the absence of the other Board Members, liaised on a wide variety of issues, comparing and confronting both telephonically and in person prior to Committee meetings and the Board of Directors’ Meetings.

On the date of this report, those Directors who, in the lists for the appointment of the Board (April 2013) had indicated their suitability to qualify themselves as independent, maintained their independence.

Last updated on 2015-03-13