What is the meaning of Indipendent Director?

Both le provisions of Laws (Article 147-ter of the Legislative Decree N° 58/1998) and principles of the Corporate Code of listed companies issued by Borsa Italiana S.p.A. (the Italian Stock exchange) contain the definition of Independent Director.

To make a synthesis, a Director is considered independent if he has not, or has not had recently, directly or indirectly, a significant commercial, financial or professional relationship with the Company, or any of its representatives.

Failure to satisfy the requirement of independence shall result in disqualification from the position.

Article 17 of the By-Laws set that at least one Board member, if the Board members are no more than five, or at least three Board members if the Board members are more than five, shall have the independence requirements set for the Board of Statutory Auditors members of listed companies.

Pursuant to Article 17 of the By-Laws, the Board of Directors evaluates periodically the independence requirement of its members.