125
ANNUAL REPORT AND CONSOLIDATED ACCOUNTS 2013
II.1.7.
Non-executive members shall include an
appropriate number of independent members,
taking into account the adopted governance model,
the size of the company, its shareholder structure
and the relevant free float. The independence of the
members of the General and Supervisory Board and
members of the Audit Committee shall be assessed
as the per the law in force. The others members of
the Board of Directors are considered independent
if the member is not associated with any specific
group of interests in the company nor is under any
circumstance likely to affect an exempt analysis or
decision, particularly due to:
a. Having been an employee at the company or
at a companyholding a controlling or group
relationship within the last three years;
b. Having, in the past three years, provided services
or established commercial relationship with the
company or company with which it is in a control
or group relationship, either directly or as a
partner, board member, manager or director of a
legal person;
c. Being paid by the company or by a company with
which is in a control group relationship besides
the remuneration arising from the exercise of the
functions of a board member;
d. Living with a partner or a spouse, relative or any
first degree next of kin and up to and including
the third degree of collateral affinity of board
members or natural persons that are direct and
indirectly holders of qualifying holdings;
e. Being a qualifying shareholder or representative of
a qualifying shareholder.
Adoptep
Part I
Numbers 18 and 18.1
of Annex I of this
Corporate Governance
Report
II.1.8.
When board members that carry out executive
duties are requested by other board members, said
shall provide the information requested, in a timely
and appropriate mannerto the request.
Adopted
The Executive Committee makes
all the requested information
available at all times to the
members of the other corporate
bodies.
