ANNUAL REPORT 2016
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 law in force
states. 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
company holding a control 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.
Adopted
Part I
Number 18 of this
Corporate Govern-
ance Report.
II.1.8
When board members that carry out executive
duties are requested by other board members, shall
provide the information requested, in a timely and
appropriate manner to the request.
Adopted
The
Executive
Committee makes
all the requested
information avail-
able at all time to
the members of
the other corporate
bodies.
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