Board of directors

Appointment and replacement of board directors (pursuant to article 123-bis, section 1, letter l), Consolidated Finance Act)

The provisions of the Issuer’s articles of association that govern the composition and appointment of the Board (art. 12) are suitable to ensure compliance with the provisions introduced in this regard by Law 262/2005 (art. 147-ter of the Consolidated Finance Act) and by Legislative Decree no. 303 of 29 December 2006.

The Company is managed by a Board of Directors comprising at least 7 (seven) and no more than 15 (fifteen) directors. The Shareholders’ Meeting determines, at the time of their appointment, the number of the Board members within the aforesaid limits, as well as their term of office that shall not exceed three financial years, whereafter their appointment expires as at the date of the Shareholders’ Meeting called for approval of the Financial Statements for the last financial year of their office. Board directors may be re-elected.

Pursuant to article 12.2 of the Articles of Association, persons who have not gained at least three years experience in the following may not be appointed as directors of the company or, if appointed, shall be disqualified:a) administration and supervision activities, i.e. senior management tasks in joint stock companies with share capital of at least two million EUR; or b) professional activities or university teaching in legal, economic, financial and technical-scientific fields strictly related to Company operations; or c) managerial functions with public bodies or the public administration sector operating in the credit, financial or insurance fields, or in any case in fields which are strictly related to the company operations.

Board Directors are appointed by the Ordinary General Meeting based on lists submitted by Shareholders, in which candidates shall be listed according to consecutive numbering.
In accordance with article 12.3 of the Issuer’s articles of association, the lists of candidates for the office of Director must be deposited by the Shareholders at the registered
office at least 15 (fifteen) clear days before that fixed for the first call of the Shareholders’ Meeting.

Only those shareholders who, alone or as a group, represent at least 2.5% (two point five percent) of the share capital, or another percentage established by legal or regulatory provisions, may present lists. In its ruling no. 17148 of 27 January 2010, Consob established that 2.5% of the share capital is the percentage of equity investment required to submit candidate lists for appointment to the Board of Directors of the Issuer, with reference to the year ended 31 December 2009. 1 (one) director is reserved for the minority list.
The appointment mechanism adopted for choosing the candidates included in the lists is as follows:
a) the names of Board Directors, minus one, are selected from the list with the highest number of votes from Shareholders, in the consecutive order in which they are listed; b) the remaining director is taken from the minority list that may not in any way, not even indirectly, be linked with the shareholders who presented or voted the list referred to in point a) and that received the most shareholder votes, being the first candidate on the list of names.
Should the minority list referred to in point b) not have obtained a percentage of votes equal to at least half of that required, in accordance with the above, for the purpose of presenting the list itself, all the Directors to be appointed shall be taken from the list referred to in point a).
Should the appointment not be ensured, with candidates elected with the above indicated methods, of a number of directors having the requisites of independence equal to the minimum number established by the law in relation to the overall number of the directors, the non-independent candidate elected last in progressive order from the list that had the highest number of shareholders’ votes, mentioned in a) above, shall be substituted by the independent candidate not elected from the same list in accordance with the progressive order, or, in default, by the first independent candidate in accordance with the progressive order not elected from other lists, in accordance with the number of votes each obtained. Such substitution procedure shall take place until the Board is composed of the number of members having the requisites mentioned in article 148.3 of the Consolidated Finance Act at least equal to the minimum prescribed by the law. Finally, should said procedure not ensure the last result indicated, the substitution shall take place by a resolution passed by a relative majority at a shareholders’ meeting, subject to presentation of candidatures of persons having the above mentioned requisites.
In the case of presentation of a single list or in the case where no list is presented, the Shareholders’ Meeting shall approve the appointment with the legal majorities, without observance of the procedure envisaged above. In the event of the death of one or more Board Director(s) during the year, the following procedure is adopted pursuant to article 1386 of the Civil Code, provided that the majority of Board Directors appointed by the General Meeting is still in office:

I The Board, with a resolution approved by the Board of Statutory Auditors, appoints replacements from candidates (who may still be elected) from the same list the former board directors belonged to and the Shareholders’ Meeting votes, by legal majority, observing the same criterion;

II if there are no previously unelected candidates on the list, or it is not possible to comply with point (i) for any reason whatsoever, the Board, with a resolution approved by the Board of Statutory Auditors and subsequently by the Shareholders’ Meeting replaces the Board Directors, voting by majority, without voting for the list.

In any case the Board of Directors and Shareholders’ Meeting will proceed in such as way as to ensure that appointed Directors meet the requisites established by law, by the Articles of Association and by other applicable provisions.

In the event of death of the majority of Board Directors appointed by the Shareholders’ Meeting, the entire Board will be removed from office and the Shareholders’ Meeting shall be immediately convened by the Board Directors remaining in office to appoint a new Board.

Composition(article 123-bis, section 2, letter d), Consolidated Finance Act)

The Board of the Issuer in office at the time of going to press, comprised eleven members unanimously appointed by the Ordinary General Meeting of 16 April 2009, based on the sole list of candidates presented by the majority shareholder IMMSI S.p.A., in compliance with article 12.4 of the Articles of Association. The Board of Directors thus appointed remains in office until the date of the Shareholders’ Meeting called for the approval of the financial statements for the financial year closing on 31 December 2011.
During 2009 the board director Livio Corghi was appointed by co-option, to replace Gianclaudio Neri, pursuant to article 2386 section 1 of the Civil Code.
The professional curricula of the directors are filed at the registered office and available on the Issuer’s institutional website www.piaggiogroup.com under Investor Relations/ Information Memorandum.

Structure of the Board of Directors

NamePositionIn office
from
List
M/m
Exec.Non
exec
IndepIndep.
Consolidated
Finance Act
%
BoD
Other
offices
Roberto ColaninnoChairman
Chief Executive Officer
16/04/2009MX   1007
Matteo ColaninnoDeputy Chairman16/04/2009M X  1003
Michele ColaninnoDirector16/04/2009M X  1009
Livio CorghiDirector15/09/2009- X  1005
Franco DebenedettiDirector16/04/2009M XXX915
Daniele DiscepoloDirector16/04/2009M XXX1009
Luciano Pietro La NoceDirector16/04/2009M X  8210
Giorgio MagnoniDirector16/04/2009M X  731
Luca Paravicini CrespiDirector16/04/2009M XXX915
Riccardo VaraldoDirector16/04/2009M XXX822
Vito VarvaroDirector16/04/2009M X  902

Directors no longer in office during the year

Name2009In office
from
In office
until
List
(M/m)
ExecNon-
Exec.
IndepIndep.
Consolidated
Finance Act
%
BoD
Other
offices
Gianclaudio NeriDirector16/04/200930/07/2009M  X  503

Legend

List M/m: indicates whether the Board Director has been elected from the list voted by the majority (M) or by a minority (m).
Exec.:
indicates whether the Director can be classified as an executive
Non-exec.:
indicates whether the Director can be classified as non-executive
Indep.:
indicates whether the director can be classified as independent in accordance with the criteria established by the Code
Indep. Consolidated Finance Act:
indicates whether the director has the independence requisites established by art.148.3 of the Consolidated Finance Act (art. 144-decies of Consob Regulation on Issuers)
% BoD:
indicates the attendance, in percentages, of the director at the Board
Other offices:
indicates the overall number of appointments in other companies of the Issuer’s Group, in listed companies on regulated markets (including foreign markets), in financial, banking and insurance companies or companies of significant dimensions.

NamePositionA.C.% A.C.R.C.% R.C.ICC% ICC
Luciano Pietro La NoceDirectorM100M100  
Daniele DiscepoloDirector    P100
Franco DebenedettiDirectorP100M100  
Riccardo VaraldoDirector  P100M86
Luca Paravicini CrespiDirectorM100  M100

Legend
A.C.: indicates the Appointments Committee; C/M indicates if the director is chairman/member of the Appointment Proposal Committee
% A.C.: indicates the attendance, in percentages, of the director at the meetings of the appointments committee (such percentage is calculated considering the number of meetings which the director has attended with respect to the number of meetings of the appointments committee held during the year or after assumption of office)
R.C.: indicates the Remuneration Committee; C/M indicates if the director is chairman/member of the Remuneration Committee
% R.C..: indicates the attendance, in percentages, of the director at the meetings of the remuneration committee (such percentage is calculated considering the number of meetings which the director has attended with respect to the number of meetings of the remuneration committee held during the year or after assumption of office)
I.C.C.: indicates the Internal Control Committee; C/M indicates if the director is chairman/member of the Internal Control Committee
%. I.C.C.: indicates the attendance, in percentages, of the director at the meetings of the internal control committee (such percentage is calculated considering the number of meetings which the director has attended with respect to the number of meetings of the internal control committee held during the year or after assumption of office)

There were no changes in the composition of the Board after the financial year-end.

Maximum accumulation of offices held in other companies

The Board has not considered the definition of general criteria regarding the maximum number of appointments for administration and control in other companies that can be considered compatible with an effective conduct of the role of director of the Issuer, it being understood that each director must evaluate the compatibility of the offices of director and statutory auditor held in other companies listed on regulated markets, in financial, banking and insurance companies or those of significant dimensions, with the diligent conduct of the duties assumed as a director of the Issuer.
During the meeting held on 26 February 2010 the Board, on examining the results of the offices presently held by its directors in other companies, considered that the number and standing of the offices held do not interfere and are, consequently, compatible with an effective conduct of the office of director of the Issuer.

Composizione

It is also specified, with reference to the offices assumed by the Issuer’s directors in the Parent Company IMMSI S.p.A., that the majority of the Issuer’s Board members do not hold administrative and management appointments in IMMSI S.p.A.

The list of the companies in which each director holds management or control appointments at the time of going to press is shown below, indicating whether the company in which they hold the appointment forms part or not of the Group of which the Issuer is Parent Company or forms a part.

 

Full nameCompanyManagement and control positions held in public companies
Roberto Colaninno
- IMMSI S.p.A. *Chairman of the Board of Directors
- Omniaholding S.p.A. *Chairman of the Board of Directors
- Omniainvest S.p.A. *Chairman of the Board of Directors
- RCN Finanziaria S.p.A. *Director
- Rodriquez Cantieri Navali S.p.A. *Director
- Alitalia Compagnia Aerea Italiana S.p.A.Chairman of the Board of Directors
- Air One S.p.A.Chairman of the Board of Directors
Vito Varvaro
-Tod’s S.p.A.Director
- Marcolin S.p.A.Director
- Cantine Settesoldi Società CooperativaDirector
Matteo Colaninno
- Omniaholding S.p.A. *Deputy Chairman and Chief Executive Officer
- IMMSI S.p.A. *Director
- Omniainvest S.p.A. *Director
Michele Colaninno - Is Molas S.p.A. *Director
- Omniainvest S.p.A. *Director
- Rodriquez Cantieri Navali S.p.A. *Director
- Omniaholding S.p.A. *Chief Executive Officer
- IMMSI S.p.A. *Director and General Director
- Piaggio Vietnam Co. Ltd. *Director
- ISM Investimenti S.p.A.*Director
- Immsi Audit S.c.a r.l.*Director
- RCN Finanziaria S.p.A.*Director
Daniele Discepolo- Vincenzo Zucchi S.p.A.Director
- esaote S.p.A.Chairman of the Supervisory Body
- Beta Skye S.r.l.Chairman of the Board of Directors
- Investimenti & Sviluppo S.p.A.Director, Chairman of the ICC
- Fondazione FilareteAmministratore
- Artemide Group S.p.a.Director, Chairman of the ICC
- Mascioni S.p.A.Director
- Manucor S.p.A.Director
- Fondazione Filarete InvestimentiDirector
Luciano Pietro La Noce- Rodriquez Cantieri Navali S.p.A. *Chairman of the Board of Directors
- Is Molas S.p.A. *Chairman of the Board of Directors
- Apuliae S.p.A. *Chairman of the Board of Directors
- Pietra S.r.l. *Chairman of the Board of Directors
- Omniainvest S.p.A. *Chief Executive Officer
- B&L S.r.l.Sole Director
- IMMSI S.p.A. *Chief Executive Officer
- RCN Finanziaria S.p.A. *Chairman of the Board of Directors

 

Full nameCompanyManagement and control positions held in public companies
Giorgio Magnoni
- ISM Investimenti S.p.A.*Chairman of the Board of Directors
- Banca Popolare di MantovaDeputy Chairman
- Air One S.p.A.Director
- Acqua Blu S.r.l.Board Director and Chairman of the Board
- S.F.e.R.A. S.r.l.Director
- Società Agricola Yani S.r.l.Sole Director
- SO.PA.F. S.p.A.Board Director, Deputy Chairman of the Board and CEO
Franco Debenedetti- CIR S.p.A.Director
- COFIDe S.p.A.Director
- IRIDe S.p.A.Director
- Banca Popolare di MilanoDirector
- China Milan equity exchange S.r.l.Chairman
Luca Paravicini Crespi- CIR S.p.A.Director
- Gruppo editoriale l’espresso S.p.A.Director
- Scala Group S.p.A.Director
- education.it S.p.A.Director
- Consilium SGR S.p.A.Director
- Il Gallione S.p.A.Director
Riccardo Varaldo- Finmeccanica S.p.ADirector
- Intesa Sanpaolo S.p.A.Member of the Surveillance Committee
Livio Corghi- RCN Finanziaria S.p.A.*Director
- Rodriquez Cantieri Navali S.p.A.*Board Director and General Director of Finance
- Intermarine S.p.A.*Deputy Chairman
- Conam S.p.A.*Chairman
- Rodriquez Marine System S.r.l.*Chairman

* The company belongs to the same Group as the Issuer.

Operation of the board of directors (pursuant to article 123-bis, section 2, letter d), Consolidated Finance Act)

Pursuant to article 12 of the Articles of Association, the Company is administered by a Board of Directors comprising at least 7 (seven) and no more than 15 (fifteen) directors.@@@

The Ordinary General Meeting determines, at the time of their appointment, the number of the Board members within the aforesaid limits, as well as their term of office appointment expires as at the date of the Shareholders’ Meeting called for approval of the Financial Statements for the last financial year of their office. Board directors may be re-elected.

Pursuant to article 13 of the Articles of Association, the Board of Directors elects the Chairman from its members, if not elected by the Shareholders’ Meeting; one of more Deputy Chairmen may also be elected. A Secretary is also appointed, that may not necessarily be a Board Director.

Pursuant to article 17, section 4 of the Articles of Association, the Board of Directors - within the limits of the law and the Articles of Association - may delegate its powers and functions to an Executive Committee. It may also delegate, to the above extent, some of its powers and functions to the Chairman and/or other members, as well as appoint one or more Chief Executive Officers to whom said powers and functions are delegated.

Pursuant to article 14, section 1 of the Articles of Association, the Chairman - or person replacing said in accordance with the Articles of Association - convenes the Board of Directors by letter, which may also be sent by fax or by other suitable means of communication, to the address of each Board Director and statutory Auditor.

Board Meetings are chaired by the Chairman, or in his absence or impediment, by the sole Deputy Chairman, or if several Deputy Chairmen hold office, by the Deputy Chairman in office for the longest period of time, or if Deputy Chairmen have been in office for the same period of time, by the most senior.

Pursuant to article 14, section 4 of the Articles of Association, the Board of Directors is convened at the registered office of the company or at another place, provided said is in Italy, whenever deemed necessary by the Chairman - or person acting on his/her behalf in accordance with the Articles of Association, or when requested by the Chief Executive Officer, if appointed, or by at least three Board Directors, without prejudice to powers to convene the Board granted to other parties in accordance with law. Participants in Board Meetings may take part from remote venues using audio-visual link-up systems (video or teleconferencing).
In this case, all participants shall be identified and must be able to intervene, expressing their opinion in real time, as well as receive, transmit and consult documents not previously known; in addition, participants must be able to examine items, intervene and pass resolutions at the same time. Board Directors and Auditors participating by remote link-up shall be able to consult the same documents distributed to persons at the place where the meeting is held. The Board meeting shall be considered as being held in the place where Chairman and Secretary are present, who shall work together.

Pursuant to article 15 of the Articles of Association, the majority of board members shall be present in order for resolutions of the Board of Directors to be valid. Resolutions are adopted if voted by the majority, with non-voters not included in the count. In the case of a tie, the vote of the person chairing the meeting prevails. Voting shall take place by open vote.

Role of the board of directors (pursuant to article 123-bis, section 2, letter d), Consolidated Finance Act)

During the course of the financial year 11 (eleven) Board meetings were held on the following dates: 26 February 2009, 16 April 2009, 29 April 2009, 2 July 2009, 30 July 2009, 15 September 2009, 19 October 2009, 30 October 2009, 25 November 2009, 01 December 2009, 18 December 2009.
Board meetings lasted on average two hours.
Main corporate events in 2010 (already notified to the market and to Borsa Italiana S.p.A. on 28 January 2010, according to regulatory requirements) have been scheduled to include 4 (four) meetings on the following dates: - 26 February 2010 – approval of the draft financial statements and draft consolidated financial statements as of 31 December 2009.

  • 29 April 2010– approval of the Interim Report on Operations as of 31 March 2010;
  • 30 July 2010 – approval of the half-year Financial Report as of 30 June 2010;
  • 29 October 2010 – approval of the Interim Report on Operations as of 30 September 2010.

The calendar is available in Italian and English on the Issuer’s institutional website http://www.piaggiogroup.comwww.piaggiogroup.com, under Investor Relations - Corporate Governance - Financial Calendar.

The Chairman of the Board of Directors and Chief Executive Officer ensures that adequate information on items in the agenda is given to all Board Directors. In particular, this information is given based on adequate procedures that enable Board Directors to knowledgeably discuss the issues, and Board Directors are given drafts of documents to approve suitably in advance, apart from cases which are particularly urgent or concern special confidentiality requirements.

Directors of the Issuer and group also attend board meetings to provide appropriate information on issues on the agenda.

*** 

The Board has a central role in connection with corporate organisation and is responsible for the functions and strategic guidelines, as well as the verification of the existence of the necessary controls to monitor the performance of the Issuer and Group companies of which it is the Parent Company.

Pursuant to art. 17.1 of the Articles of Association, the Board has all powers for the management of the company and for this purpose can approve or execute all actions considered necessary or useful for the implementation of the objects of the company with the exception of those reserved by law and by the Articles of Association for the Shareholders’ Meeting.
The Board, in its meeting of 16 April 2009, resolved on the allocation of management competencies to the Administrative Body, granting in any case the following powers to the Board, in addition to those assigned by law and by the Articles of Association:

a) acquisition or disposal of equity investments in companies, enterprises or business branches;

b) conclusion and modification of loan agreements in whatever form entered into, the amount of which is greater than EUR 25 million;

c) granting of secured guarantees on assets and personal guarantees for third party obligations, other than those granted in the interest of directly or indirectly controlled companies;

d) transfer of marks, patents and other intellectual property rights, as well as the stipulation of licence agreements, of an amount or value above EUR 2.5 million;

e) the stipulation and amendment of long-term business agreements, including joint ventures, which are not part of ordinary company operations;

f ) purchase and sale of real estate;

g) other extraordinary administration transactions, the amount of which is greater than EUR 50 million;

h) without prejudice to the provisions of the above clauses, transactions concluded with related parties, as defined pursuant to applicable legal and regulatory directives, with the exclusion of the typical and usual transactions for company business concluded at market conditions;

i) appointment of the company’s general manager and manager of the administration, finance and control division;

j) appointment of the members of the administrative bodies and general managers of the directly or indirectly controlled companies.

In connection with its authority, the Board examines and approves the strategic, industrial and financial plans of the Issuer and of the Group of which it is the Parent Company, the corporate governance system and the structure of the Group of which it is the Parent Company.

Conforming to regulatory directives in force and the Articles of Association, the examination and prior approval of the transactions of the Issuer and its subsidiaries in which one or more directors have an interest on their own behalf or on behalf of third parties, are reserved to the Board.

As regards the management of conflicts of interest and operations with related parties of the Issuer and the group of which the Issuer is parent, reference is made to section 13 hereunder.

Pursuant to article 2381 of the Civil Code and the application criterion 1.C.1., letter b) of the Code, during the year the Board reviewed the adequacy of the general organisational, administrative and accounting structure of the Issuer and its strategically important subsidiaries, on at least a quarterly basis, with particular reference to the internal control system and the management of conflicts of interest, according to procedures adopted to this end by the Issuer. As part of these activities, the Board was assisted, as necessary, by the Internal Control Committee, the Internal Control Supervisor, the independent auditors IMMSI Audit S.c.a r.l and the financial reporting manager as well as the procedures and controls implemented also pursuant to Law 262/2005.

The Board evaluated the general results of operations at least quarterly, taking into consideration the information received from the authorised bodies, as well as periodically comparing the results achieved with those programmed.

On 26 February 2010, the Issuer’s Board arranged for the annual valuation, pursuant to the 1.C.1 g) application criterion of the Code, considering that the composition and functioning of the administrative body are adequate with respect to the Issuer’s management and organisational requirements, including taking into account the presence, from a total of eleven members, of ten non-executive directors, four of whom are independent non-executive directors, who also ensure a suitable composition of the Committees formed within the Board.

The Shareholders’ Meeting has not authorised exceptions to the non-competition prohibition provided in art. 2390 of the Civil Code.

Authorised bodies

Chief Executive Officers

The Issuer’s Chairman, Roberto Colaninno, also holds the office of Chief Executive Officer.

The Chairman and Chief Executive Officer was granted all powers of ordinary and extraordinary administration, with the exclusion of powers reserved by law or by the articles of association, as well as by the Board resolution of 16 April 2009, to the formal authority of the Administrative Body (see 5.3 and 5.4 above).

Chairman and Deputy Chairman

 The Chairman of the Board:

a) is the main person responsible for the Issuer’s management (chief executive officer) and

b) is not the Issuer’s controlling shareholder.

Pursuant to the Articles of Association, the Chairman of the Board has powers to act as Chairman of the Shareholders’ Meeting (article 9), to convene Board meetings (article 14), to legally represent the Company vis-à-vis third parties and before the courts and has powers to sign for the company (article 23). The Deputy Chairman, Matteo Colaninno, substitutes for the Chairman

***

Board Information

During the year, the Chief Executive Officer reported to the Board on operations carried out as part of his powers, at least on a quarterly basis and according to procedures appropriate for enabling Board Directors to knowledgeably discuss issues.

Other executive directors

No other executive directors have been appointed.

Independent directors

The number and authority of non-executive and independent directors are such that they ensure that their opinion has a significant weight in the Issuer’s Board decisions. The non-executive and independent directors bring their specific competencies to Board discussions, contributing to the making of decisions that conform to corporate interests.

The qualifications for independence pursuant to article 3 of the Code and article 148, section 3, points b) and c) of the Consolidated Finance Act, held by the independent directors currently in office, were evaluated by the Board of Directors on their appointment, and at the meeting held on 26 February 2010.

Please note that, in order to exclude the potential risks limiting the Issuer’s management autonomy, which could lead, in particular, to an overlapping of the administrative bodies of the Issuer and the Parent Company IMMSI S.p.A.: (a) the Issuer’s current Board of Directors includes six non-executive Directors – Michele Colaninno, Matteo Colaninno, Luciano Pietro La Noce, Giorgio Magnoni, Vito Varvaro and Livio Corghi– and four independent non-executive Directors – Daniele Discepolo, Franco Debenedetti, Riccardo Varaldo and Luca Paravicini Crespi; (b) the majority of the members of the Issuer’s Board does not hold administrative and management positions in IMMSI S.p.A..

These independent directors have the independence qualifications pursuant to article 3 of the Code and article 148.3 b) and c) of the Consolidated Finance Act, in that each of them:

(i) does not control the Issuer, either directly or indirectly, or through subsidiaries, trust companies or through third parties, nor is able to exercise considerable influence thereon;

(ii) does not participate, either directly or indirectly, in any shareholder agreement through which one or more persons can exercise control or considerable influence over the Issuer;

(iii) is not, or was not in the three previous financial years, a significant representative of the Issuer (i.e. chairman, legal representative, executive director, or executive with strategic responsibilities) or one of its subsidiaries having strategic significance or a company subjected to the joint control of the Issuer, or a company or entity that – together with others through a shareholders agreement – controls the Issuer or is capable of exercising a considerable influence thereon;

(iv) does not, or did not in the previous financial year, carry out – either directly or indirectly (e.g. via subsidiaries or companies in which they are significant representatives, in the sense indicated in item (iii) above, or as a partner in a professional firm or a consulting company) – important commercial, financial or professional relationships or working relationships as employees: (a) with the Issuer, one of its subsidiaries, or with one of its significant representatives in the sense indicated in item (iii) above (b) with a person who, alone or jointly with others through a shareholders agreement, controls the Issuer, or rather – being a company or entity – with related significant representatives in the sense indicated in item (iii) above, thereof;

(v) notwithstanding the indications under item (iv) above, does not have working relationship as employee or contractors, or other asset-based or professional relationships that could jeopardise a director’s independence: (a) with the Issuer, its subsidiaries or parent companies, or with companies subject to joint control; (b) with directors of the Issuer; (c) with spouses, relatives and the like up to the fourth degree of kinship of directors of the companies as under item (a) above;

(vi) does not receive, or has not received in the previous three financial years, a large bonus from the Issuer, or from a subsidiary or Parent Company, additional to the fixed salary of a non-executive director of the Issuer, including participation in incentive plans based on corporate performance, such as stock option plans;

(vii) has not been a Director of the Issuer for more than nine of the last twelve years;

(viii) does not hold the position of executive director in another company in which one of the Issuer’s executive directors is also a director;

(ix) is not a shareholder or director of a company or entity belonging to the Issuer’s external auditor’s corporate network;

(x) is not a close family member of a person who falls into the categories mentioned in the previous points and who is not a spouse, relative and the like up to the fourth degree of kinship of the directors of the Issuer, its subsidiaries, parent companies or companies subject to its joint control.

*** 

Amministratori indipendentiThe Board of Statutory Auditors verified the proper application of the assessment criteria and procedures adopted by the Board to evaluate the independence of its members and the results of this inspection will be detailed in the Statutory Auditor’s report to the Shareholders’ Meeting, pursuant to article 153 of Consolidated Finance Act.
During 2009, two meetings of the Committee of Independent Board Directors were held, attended by the Chairman of the Board of Statutory Auditors. During the meetings, the independent Directors met with the CEO of the Company who gave them detailed information on company strategies and operations being studied and developed by management.
The information obtained, in advance, directly from the Chairman, was then considered in meetings and consequent resolutions of the Board of Directors.
The independent Board Directors can confirm that, during the two meeting held with the CEO, more information and more details of significant relevant management issues were disclosed.

Lead independent director

The Board has designated non-executive independent director Daniele Discepolo as Lead Independent Director, pursuant to the Code, so that he represents a point of reference and co-ordinates the petitions of non-executive directors, and particularly of independent directors. Lead Independent Director Daniele Discepolo, an independent director who has suitable expertise in accounting and finance, also holds the position of Chairman of the Internal Control Committee.