During the meeting held on 8th May the UniCredit Board of Directors ascertained that both the members of the Board of Statutory Auditors and the Director appointed by the Ordinary Shareholders' Meeting held on April 11th, 2019, meet the integrity, experience and independence requirements, according to the statutory and regulatory provisions in being.
With reference to their independence, the Board of Directors carried out the assessment of the requirements envisaged by the Italian Corporate Governance Code and the Legislative Decree no. 58/1998 (TUF) on the basis of the statements made by the parties concerned and of the information available to the Company
With reference to the above, the outcome is the following:
- all the members - permanent and stand-in - of the Board of Statutory Auditors proved to be independent according to the provisions of sec. 148 of the TUF and of sec. 3 of the Italian Corporate Governance Code. The same check carried out by the Board of Statutory Auditors gave an identical result, as the Board of Directors was told;
- Director Ms. Elena Carletti also proved independent according to sec. 20 of the Articles of Association, sec. 3 of the Italian Corporate Governance Code and sec. 148 of the TUF.
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, business / professional and employee relationships, significant offices held) that the Board of Statutory Auditors' members and the Director 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 (Statutory Auditor / 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 Statutory Auditor / 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 independence of the members - permanent and stand-in - of the Board of Statutory Auditors and the Director Carletti.
The Board of Directors also checked the correspondence between the composition of the Board of Statutory Auditors deemed to be optimal and the composition of the body resulting from the appointment process, also with regard to the maximum number of offices to be held.
As far as concerns Ms. Elena Carletti the Board also confirmed that her appointment was consistent with the quanti-qualitative composition of the Board of Directors deemed to be optimal, also taking into account the limit to the number of posts that may 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 permanent Statutory Auditors and the Director Carletti.
Milan, May 9, 2019
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