Independence is a key element in our decisions, both within the board of directors of the bank and in its subsidiaries.
Independence is a key element of our corporate governance, both within the board of directors, which has members that meet precise criteria of independence, and in the subsidiaries, where our long-standing practice is to place independent members.
TThe board members in office consist of 11 members out of 15 who qualify as independent according to the Italian consolidated finance act, 8 out of those ten board members also qualify as independent according to the art. 19 of Articles of Association.
We assess the independence of each board member based on the information provided by them and taking into account any relations that may compromise, or appear to compromise, the board member's independence of judgement.
|Board of directors||Office||Date of birth||Independent*||Independent**||Manager|
|Renato Pagliaro ♦||Chairman||20/02/1957||X|
|Maurizia Angelo Comneno ♦||Deputy chairman||18/06/1948||X|
|Alberto Pecci ♦||Deputy chairman||18/09/1943|
|Alberto Nagel ♦||CEO||07/06/1965||X|
|Marie Bolloré ♦||Director||08/05/1988||X|
|Maurizio Carfagna ♦||Director||13/11/1947||X||X|
|Maurizio Costa ♦||Director||29/10/1948||X||X|
|Maximo Ibarra °||Director||13/12/1968||X||X|
|Elisabetta Magistretti ♦||Director||21/07/1947||X||X|
|Vittorio Pignatti-Morano Campori °||Director||14/09/1957||X||X|
|Gabriele Villa ♦||Director||18/06/1964||X|
* Independence requirements according to the art.19 of Articles of Association
**Independence requirements according to Article 148.3 of Italian legislative decree 58/1998
♦ Taken from the List submitted by the shareholder UniCredit S.p.A., owner of 8.46% of the share capital
# Taken from the List submitted by a group of investors owning a total of 3.89% of the share capital
° Appointed as the board of directors on 27 October 2018 following the resignation of César Alierta and Massimo Tononi
The Article 19 of the articles of association establishes that the board of directors shall assess the independence of its non-executive members, bearing in mind that a director is not independent in the following circumstances:
- if they, directly or indirectly, also through subsidiaries, trustees or an intermediary, have a shareholding of more than 2% or they are a senior representative of the related group
- if they are, or have been in the previous three years, a senior representative of the company or one of its subsidiaries of strategic importance
- if, directly or indirectly, they have, or have had in the previous three years, a significant commercial, financial or professional relationship with the group
- if they receive, or have received in the previous three years, significant remuneration from the group in addition to the “fixed” compensation for non-executive directors
- if they have been a director for more than nine years in the last twelve years
- if they are a shareholder or director of a company or entity belonging to the network of the firm engaged for the independent audit of the issuer
- if they are a close relative of a person who is in any of the situations described above