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Independence

consiglieri-indipendenti_eng

According to Clause 20 of the UniCredit Articles of Association, Section 3 of the Italian Corporate Governance Code for listed companies (the "Code") and Section 148, sub-section 3, of the Legislative Decree No. 58/98 (the "TUF"), the Board of Directors shall assess the independence of its members, after their appointment and, then, yearly, on the basis of the information received from the same or, in any way, at the UniCredit disposal. 

 

With specific reference to the independence requirements laid down by the Italian Corporate Governance Code and the Articles of Association, information was taken into account relating to the existence of direct or indirect relationships (credit relationships, business/professional relationships and employee relationships, as well as significant offices held) that Directors and their other connected subjects may have with UniCredit and Group Companies.

 

In order to assess the potential significance of the above-mentioned relationships, the Board of Directors has decided not to proceed with merely identifying predefined economic targets, which if simply exceeded could automatically indicate that independence has been compromised, as such check requires an overall assessment of both objective and subjective aspects. Therefore, for this purpose, the following criteria should be taken into account: 

(i) the nature and characteristics of the relationship; 

(ii) the amount in absolute and relative terms of the transactions; and 

(iii) the subjective profile of the relationship.

 

More specifically, when assessing the significance of such a relationship, the following information, where available, is considered by the Board:

 

  • as far as credit relations are concerned, the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
  • as far as professional/commercial relations are concerned, the characteristics of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;
  • as far as offices held in Group Companies are concerned, the total amount of any additional remunerations.

 

In all of the above cases, all the parties involved (Director or family member; UniCredit or Group Company) and, for relationships with companies/entities, the related kind of "connection" (post held/controlled participation) with the Director or the family member, were taken into account.

  Indep. as per Articles of Association / Code       Indep. as per TUF
Last evaluation date
CHAIRMAN      
Cesare Bisoni NO
YES July 7, 2020
DEPUTY VICE CHAIRMAN       
Lamberto Andreotti YES YES July 7, 2020
CEO      
Jean Pierre Mustier NO NO July 7, 2020
DIRECTORS      
Mohamed Hamad Al Mehairi YES YES July 7, 2020
Sergio Balbinot NO YES July 7, 2020
Vincenzo Cariello YES YES July 7, 2020
Elena Carletti YES YES July 7, 2020
Diego De Giorgi
YES YES July 7, 2020
Beatriz Lara Bartolom√© YES YES July 7, 2020 
Stefano Micossi
YES YES July 7, 2020
Maria Pierdicchi
YES YES July 7, 2020
Francesca Tondi
YES YES July 7, 2020
Alexander Wolfgring YES YES July 7, 2020
Elena Zambon YES YES July 7, 2020
 

The UniCredit Board of Directors has not so far designated an independent Director as Lead Independent Director, considering that the conditions set forth by the Italian Corporate Governance Code for his/her appointment do not exist:

(i)   whether the Chairman of the Board of Directors is the Chief Executive Officer of the Company;

(ii)  whether the office of Chairman is held by the person controlling the issuer;

(iii) whether requested by the majority of independent Directors.

 

In general, further information regarding the independence of Directors is available in the Corporate Governance Report concerning each year.