Independent directors

The Board of Directors has a number of independent directors representing more than a third of its members, following a more rigorous approach to the Self-Regulation Code which, for FTSE-MIB companies, recommends that at least one third of the Board is composed of independent directors.

Upon appointment and thereafter on an annual basis, the Board evaluates the requisites of independence required by the Self-Regulation Code and the TUF for non-executive directors to qualify as independent.

The Board of Directors identifies the independence of its Directors by their freedom from relationships with the Company and/or its major shareholders and managers that might affect their judgement.

In order to make this assessment, the Board referred to the recommendations of the Self-Regulation Code adopted by the Italian Stock Exchange.

In the light of a thorough assessment of the information provided by the Directors and available to the Company, the Board of Directors, at its meeting of 31 March 2015, has confirmed that the requirements of independence, and the requirements of the TUF, are met by the Directors in office at that time and qualified as such at the time of their nomination.

At the date of this Report, the average age of the independent directors in office is just over 60 years, with an average term of approximately 3 years.

The Board of Statutory Auditors verified the correct application of the criteria and procedures adopted by the Board to evaluate the independence of its members.

During the year 2014, the Independent Directors met without the other Directors to address the issue of the Board performance evaluation.