Governance

The Shareholders’ Meeting of 20 April 2012 appointed the new Board of Directors. The 12 Board members are expected to remain in office until the approval of the financial statements for the year ended 31 December 2014.

The members of the Board of Directors shall be elected on the basis of lists presented by shareholders, on which the candidates must be listed with a sequential number.
The lists presented by shareholders, accompanied by the personal and professional characteristics of candidates, must be lodged at the company’s registered office within the term laid down by current legislative and regulatory provisions.
The lists may only be presented by shareholders who, either individually or with other shareholders, represent the percentage of share capital established in accordance with the CONSOB Regulation prevailing as at the date of convocation of the Shareholders’
Meeting, to be specified in the convocation notice for the Shareholders’ Meeting convened to elect the Board of Directors.
In order to demonstrate possession of the number of shares required for presentation of the lists, Shareholders must submit and/or deliver to the Company’s registered office, within the term laid down by current legislative and regulatory provisions, copy of the certificates issued by their respective intermediaries, in accordance with current legislative and regulatory provisions.

Board of Directors Members

* The Board of Directors, in its first meeting subsequent to appointment, gave a positive evaluation as regards the independence of the Directors in reference to both the provisions set forth by Article 148, third paragraph of Legislative Decree no. 58 dated 24 February 1998, and those laid down in the Corporate Governance Code promoted by Borsa Italiana S.p.A., giving special consideration to the substance over the form.
The Board of Statutory Auditors verified the correct application of the criteria and certification procedures adopted by the Board to assess the independence of its members.

** Director in charge of the internal control and risk management system