UniCredit announced that, during the meeting held on March 5, 2019, the Board of Directors - following the favourable opinion of the Corporate Governance, Nomination and Sustainability Committee - assessed the meeting of the integrity, experience and independence requirements by Director Elena Carletti, co-opted by the Board last February 6th, in compliance with the current provisions.
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 statement made by the Director Carletti and the information available to the Company.
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 Director and her other connected subjects may have with UniCredit and Group Companies is taken into account.
In order to assess the potential significance of the aforesaid relationships, the Board of Directors decides 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, to assess the significance of the credit relationship, the Board considers the following information, where available: absolute amount granted, its weight with respect to the system and, if necessary, the economic and financial circumstances of the borrower.
In this regard, it should be noted that no relationships emerged such as to affect the Director's independence.
The Board of Directors checked also the correspondence between the qualitative and quantitative characteristics of the Board and the appointment of Ms. Carletti, also with regard to the maximum number of offices to be held.
Moreover, the Board of Directors checked the inexistence of situations falling within the provisions of Section 36 of law Decree no. 201/2011 ("ban on interlocking directorships) for the Director.
Milan, March 6, 2019
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