UniCredit announced that, during the meeting held on March 5, 2020, the board of directors - following the favourable opinion of the Corporate Governance, Nomination and Sustainability Committee - assessed, in compliance with the current provisions, the integrity, experience and independence of the directors Diego De Giorgi and Beatriz Angela Lara Bartolomé, co-opted by the board on February 5, 2020.
With reference to the independence requirements, the board of directors carried out the assessment as set out by the Italian Corporate Governance Code, the Articles of Association and the Legislative Decree no. 58/1998 (Italian Consolidated Financial Law) on the basis of the statements made by the directors and the information available to UniCredit.
With specific reference to the independence requirements laid down by the Italian Corporate Governance Code and the Articles of Association, information relating to the board evaluated the existence of direct or indirect relationships (credit relationships, significant offices held, employee relationships and business / professional relationships) of the directors and their connected subjects with UniCredit and Group Companies.
In order to assess the potential significance of these relationships, the board of directors decided not to solely set pre-defined economic targets, which - if exceeded - could "automatically" indicate that independence was compromised. To guarantee an assessment of both objective and subjective aspects, the following criteria were taken into account: (i) the nature and characteristics of the relationship; (ii) the total amount in absolute and relative terms of the transactions; and (iii) the subjective profile of the relationship.
More specifically, to assess the significance of credit relationships, the board considered the following information, where available: the absolute amount granted, its weight with respect to the system and, if necessary, the economic and financial circumstances of the borrower.
In this regard, no relationships emerged regarding the new Directors' independence.
The board of directors also assessed the correspondence between the qualitative and quantitative composition of the board and the profiles of Diego De Giorgi and Beatriz Angela Lara Bartolomé, with regard to the maximum number of offices to be held.
The board of directors verified the absence of any situations falling within the provisions of Section 36 of law Decree no. 201/2011 ("interlocking ban") for the director.
Milan, March 5, 2020