During the meeting held on May 9, 2018, the UniCredit Board of Directors assessed the meeting of the integrity, experience and independence requirements by the Board of Directors' members appointed by the April 12, 2018, Shareholders' Meeting in compliance with the current provisions, also of a regulatory nature.
With reference to the independence requirements, the Board of Directors carried out the assessment of the requirements envisaged by the Italian Corporate Governance Code, the Articles of Association and the Consolidated Law on Finance on the basis of the statements made by the parties concerned and on the information available to the Company.
With reference to the above, the outcome is the following:
- "Independent" Directors, pursuant to the Articles of Association, the Italian Corporate Governance Code and the Italian Consolidated Law on Finance, Mr. Bisoni, Mr. Al Mehairi, Mr. Andreotti, Ms. Böckenfeld, Mr. Cariello, Ms. de Wismes, Mr. Micossi, Ms. Pierdicchi, Mr. Sironi, Ms. Tondi, Ms. Zambon and Mr. Wolfgring;
- "Independent" Directors, pursuant to the Italian Consolidated Law on Finance, Mr. Saccomanni and Mr. Balbinot.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code and the Articles of Association, information relating to the existence of direct or indirect relationships (credit relationships, significant offices held, employee relationships and business / professional relationships) that the Directors and their other connected subjects may have with UniCredit and Group Companies was taken into account.
In order to assess the potential significance of the aforesaid relationships, the Board of Directors 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 the relationship, the Board considered the following information, where available:
(A) 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;
(B) 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;
(C) As far as offices held in Group companies are concerned, the total amount of any additional remunerations.
In all the aforesaid 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/control participation) with the Director or the family member were taken into account.
In that regard, it should be noted that no relationships emerged such as to affect the Directors' independence.
Furthermore, the Board of Directors checked the correspondence between the qualitative and quantitative characteristics of the Board deemed to be optimal and its actual composition subsequent to the appointment process.
Moreover, the Board of Directors checked the inexistence of any situation falling within the provisions of Section 36 of law Decree no. 201/2011 ("ban on interlocking directorships) for all the Directors.
Milan, May 10, 2018
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