The current members of the Board of Statutory Auditors are listed below. Specific details regarding each member are also provided, including their position, date and appointment procedure, qualification as independent or non independent (in compliance with the Criteria set forth by Section 3 of the Corporate Governance Code issued by Borsa Italiana on March 2006) and the total number of positions held in the companies mentioned in Book V, Title V, Chapters V, VI and VII of the Italian Civil Code.
The total number of the Board of Statutory Auditors meetings held during 2010 financial year has also been enumerated.
Board of Statutory Auditors appointed by the Shareholders' Meeting on April 22, 2010 for the financial years 2010-2012
| | In office since | In office until | Slate | Independent as per Code
* | %
** | Number other positions
*** |
|---|
| | | | SM | Sm | | |
|---|
| CHAIRMAN |
|---|
| Lauri Maurizio | 22-04-2010 | Approval of 2012 financial statements | | X | X | 100% | 26 |
| STANDING AUDITOR |
|---|
| Bisoni Cesare | 22-04-2010 | Approval of 2012 financial statements | X | | X | 100% | 5 |
| Nicastro Vincenzo | 22-04-2010 | Approval of 2012 financial statements | X | | X | 93,55% | 4 |
| Rutigliano Michele | 22-04-2010 | Approval of 2012 financial statements | X | | X | 95,24% | 9 |
| Ventoruzzo Marco | 22-04-2010 | Approval of 2012 financial statements | | X | X | 90,48% | 1 |
| SUBSTITUTE AUDITOR |
|---|
| Sfameni Paolo Domenico | 22-04-2010 | Approval of 2012 financial statements | X | | -- | | |
| Livatino Massimo | 22-04-2010 | Approval of 2012 financial statements | | X | -- | | |
Auditors who stepped down during the 2010 financial year
| | In office since | In office until | Slate | Independent as per Code
* | %
** | Number other positions
*** |
|---|
| | | | SM | Sm | | |
|---|
| CHAIRMAN |
|---|
| Loli Giorgio | 10-5-2007 | 22-4-2010 | | X | X | 90% | 16 |
| STANDING AUDITOR |
|---|
| Francardo Gian Luigi | 10-5-2007 | 22-4-2010 | X | | X | 80% | 4 |
| Mayr Siegfried | 10-5-2007 | 22-4-2010 | | X | X | 90% | -- |
| Milanese Aldo | 10-5-2007 | 22-4-2010 | X | | X | 80% | 14 |
| SUBSTITUTE AUDITOR |
|---|
| Verrascina Giuseppe | 10-5-2007 | 22-4-2010 | X | | -- | | |
NOTE
* In this column an “X” shows the independence of the Auditor.
** This column shows the percentage of the Auditors’ participation in the meetings of the Board of Statutory Auditors (number of attendances / number of meetings held during the term of office with regard to the 2010 financial year).
*** This column shows the number of positions as director or auditor held by the interested party pursuant to Sect. 148/bis of TUF.
LEGEND
SM: Auditor appointed from the slate that has obtained the relative majority of the Shareholder's votes, presented by Fondazione Cassa di Risparmio di Verona, Vicenza, Belluno e Ancona;
Sm: Auditor appointed from the minority slate jointly presented by the following Shareholders: Allianz Global Investors Italia Sgr S.p.A., Aletti Gestielle S.G.R. S.p.A., BNP PARIBAS Asset Management S.G.R. S.p.A., Eurizon Capital S.G.R. S.p.A., Eurizon Capital SA – Eurizon Easy Fund Equity Europe, Eurizon Easy Fund Equity Euro, Eurizon Easy Fund Equity Italy, Eurizon Easy Fund Equity Financial, Fideuram Investimenti S.G.R. S.p.A., Fideuram Gestions SA - Fonditalia Equity Europe, Fonditalia Euro Financials, Fonditalia Equity Italy, Fideuram Fund Equity Italy, Fideuram Fund Equity Europe, Fideuram Fund Equity Europe Value, Interfund Sicav, Arca S.G.R. S.p.A., PGGM Global Equity PF Fund, Anima S.G.R. S.p.A., Mediolanum International Funds - Challenge Funds, Mediolanum Gestione Fondi SGR p.A., Kairos Partners S.G.R. S.p.A., Ersel Asset Management S.G.R. S.p.A., Stichting Pensioenfonds ABP, Stichting Depositary APG Developed Markets Equity Pool.
Number of meetings held during the 2010 financial year: 31
Following the appointment, the Board of Statutory Auditors has checked the existence of the independence requirements of each member provided for by Section 3 of the Code and the related Enforcement Criteria. Since the assessment pursuant the provisions of said Code must be carried out vis-à-vis both the Directors and the Auditors, the Board of Statutory Auditors, on 28 March 2011, keeping in mind exactly the above provisions of the Code, confirmed the existence of the independence requirements of its members. The Board of Statutory Auditors also examined whether the requirements set out by Leg. Decree nr. 58 dated 24 February 1998 were still fulfilled as far as concerns its members.
