Independence

According to the provisions in force time to time, the Board of Directors shall assess the independence of its non-executive members, upon their appointment, as well as during their mandate upon the occurrence of circumstances concerning their independence and at least yearly, on the basis of the information received from the same or, in any way, at disposal of UniCredit.

With specific reference to the independence requirements laid down by the Italian Corporate Governance Code, information was taken into account relating to the existence of direct or indirect relationships (credit, business/professional and employee relationships, as well as significant offices held) that Directors and their other connected subjects may have with UniCredit and Group Companies.

In order to assess the potential significance of the above-mentioned relationships, the Board of Directors has decided to consider not only predefined economic thresholds, which -  if exceeded - could automatically indicate that independence was compromised, but to make an overall assessment of both objective and subjective aspects.  Therefore, for this purpose, the following criteria should be taken into account: 

(i) the nature and characteristics of the relationship; 

(ii) the amount in absolute and relative terms of the transactions; and 

(iii) the subjective profile of the relationship.

More specifically, when assessing the significance of such a relationship, the following information, where available, is considered by the Board:

• as far as credit relations are concerned, the amount in absolute value of the credit granted, its weighting in relation to the system and, where appropriate, the economic and financial situation of the borrower;
• as far as business/professional relations are concerned, the nature of the transaction/relationship, the amount of the consideration and, where appropriate, the economic and financial situation of the counterparty;
• as far as offices held in Group Companies are concerned, the total amount of any additional remunerations.

In all of the above cases, all the parties involved (Director or family member; UniCredit or Group Company) and, for relationships with companies/entities, the related kind of "connection" (post held/controlled participation) with the Director or the family member, were taken into account.

The UniCredit Board of Directors has not so far designated an independent Director as Lead Independent Director, considering that the conditions set forth by the Italian Corporate Governance Code for his/her appointment do not exist:

(i)   if the Chair of the Board of Directors is the person in charge of managing the company (i.e., the chief executive officer) or holds significant managerial powers;

(ii)  if the office of Chair is held by the person controlling, also jointly, the issuer;

(iii) if requested by the majority of independent Directors.

In general, further information regarding the independence of Directors is available in the Corporate Governance Report concerning each year.