2.7 Independent directors

Except for the CEO, the Board of Directors is made up of non-executive members, a number of whom are independent, to ensure by both number and authority that their opinion can have a bearing on Board decisions. Of the nine directors, five are independent. The presence of independent directors on both the Board of Directors and its Committees ensures that the interests of all shareholders are adequately protected.

The Board meeting of 24 February 2016 also confirmed that non-executive directors Sabrina Bruno, Alberto Clô, Francesco Gori, Elisabetta Oliveri and Pia Saraceno meet the independence requirements laid down by the TUF and the Code of Corporate Governance. During the appointment of the Board of Directors, the Board of Statutory Auditors, on 7 April 2015, in relation to the checks performed in 2015, verified that the criteria and procedures adopted by the Board of Directors to determine whether the directors met the independence requirements had been applied correctly. Most recently on 14 march 2016, the Board of Statutory Auditors performed an annual verification as to whether the criteria and procedures adopted by the Board of Directors in order to determine whether the directors met the independence requirements are applied correctly. In 2015, due to the commitments inherent in Italgas case no meetings exclusively for the independent directors were held³⁹. A meeting of the independent directors was held on 27 January 2016.