PRESS RELEASE
PERIODIC VERIFICATION OF INDEPENDENCE OF DIRECTORS
Milan, February 29, 2012 - The Board of Directors of FONDIARIA-SAI S.p.A., meeting today to complete the matters on the agenda of the February 23 meeting, carried out the periodic verification of the independence of the board members, noting changes to that previously announced to the market. In particular, the Director Maurizio Comoli is no longer considered as independent in accordance with the Self-Governance Code of listed companies, in the meantime becoming a non- independent Director of Banco Popolare (in accordance with the Self-Governance Code), having joined the Executive Committee of Banco Popolare and in consideration of the frequency of the meetings held by the Committee.
The following six out of eighteen Directors (seventeen of
which non-executive) are therefore
considered independent, in accordance with the
Self-Governance Code for listed companies: Andrea Broggini,
Roberto Cappelli, Valentina Marocco, Enzo Mei, Salvatore
Militello and Cosimo Rucellai. In accordance with Legs.
Decree No. 58/98 the Directors Maurizio Comoli and Ranieri de
Marchis also qualify as independent.
As a result of that highlighted above, the Board decided to
reduce the number of Internal Control
Committee members from four to three - in the persons of Enzo
Mei, Salvatore Militello and Salvatore Spiniello. In
addition, the Committee of Independent Directors was reduced
to four by the Board in relation to the proposed integration
plan with the Unipol Group, namely Roberto Cappelli,
Valentina Marocco, Enzo Mei and Salvatore Militello.
In relation to the position of Ms. Valentina Marocco, who
reminded the Board of the Directorship held by her mother
firstly with SAI and subsequently with Fondiaria-SAI until
2009, the Board unanimously decided - with the abstention of
the interested party - that, given the personal and
professional attributes of Ms. Marocco and the non-existence
of a continuing connection between
FONDIARIA-SAI S.p.A.
Sede Legale e Direzione Torino
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the Company and the mother of the Director, it would not be
reasonable to declare her as non- independent in accordance
with the Self-Governance Code for listed companies based
solely on a parental relationship with an ex-Director of the
Company.
The Board noted that a number of Directors are approaching
the end of their ninth year in office - however decided not
to judge upon the independence of such Directors noting the
upcoming
conclusion of the mandate of the entire Board.
Press Office
Tel.+39 02-64029101
Ad Hoc Communication Advisor
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Sara Balzarotti
Mob. + 39 335 1415584
Pietro Cavalletti
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Investor Relations Robert Tann Giancarlo Lana Floriana Amari
Tel. +39 011-6657642
Tel. +39 02-64022574 investorrelations@fondiaria-sai.it