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2.7 Independent directors

The Board of Directors includes a number of independent directors sufficient to ensure, in terms of number and authority, that their opinion carries substantial weight when Board decisions are taken. 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 of Directors verified that the independence requirements pursuant to the TUF and the Code of Corporate Governance were met by non-executive directors Sabrina Bruno, Monica de Virgiliis, Francesco Gori, Lucia Morselli and Elisabetta Oliveri on 27 April 2016, at its first meeting after its appointment, announcing the results of this assessment in a press release. The Board also checked that each of the above directors continued to meet the requirements at its meeting of 6 March 2017.

When performing the above analyses, the Board of Directors used the assessment parameters set forth in the TUF and the Code of Corporate Governance.

On 11 May 2016, the Board of Statutory Auditors verified that the criteria and procedures adopted by the Board of Directors to determine whether directors meet the independence requirements had been applied correctly with regard to the new directors elected on 27 April 2016. Two meetings of the independent directors took place, on 27 January 2016 and 2 February 2017 - intended to be separate and different from the meetings of the Board Committees, pursuant to Criterion 3.C.6 of the Code of Corporate Governance - during which requirements for any in-depth discussion of specific matters and the need for the half-yearly scheduling of meetings of independent directors were brought up.

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