BoD determines director independence of Mr. Carlo Querci
Siena, 12 November 2010. The BoD of Banca Monte dei Paschi of 11 November 2010 undertook an interim assessment of the independence requirements of its Board members in light of findings from the recent reasoned opinion issued by Consob concerning the applicability of art. 148 of the Consolidated Law on Finance to executive directors only.
Having ascertained the independence requirement pursuant to the Consolidated Law on Finance and to the Corporate Governance Code for listed companies, the Board – in addition to confirming the independence of directors, Massimiliano Capece Minutolo and Graziano Costantini – affirmatively determined the independence of the director, Carlo Querci.
Indeed, it was precisely in light of Consob’s opinion that the Board was able to confirm Mr. Querci’s independence under the Consolidated Law on Finance inasmuch as Mr. Querci does not hold an executive role in either Banca Monte Paschi or in any other company of the Montepaschi Group, nor were any other impediments identified against him under article 147 ter of the Consolidated Law on Finance.
Moreover, the Board has decided that, although Mr. Querci falls within the scope provided for by the Corporate Governance Code under application criterion 3.C.1.e) i.e. holder of a role for more than nine of the last twelve years, if emphasis is placed on substance rather than form, then this criterion may be deemed non-applicable insofar as the longevity of Mr. Querci’s role has not, in this case, resulted in a relationship that is susceptible of compromising or interfering with an independent judgement on -and fair assessment of- his responsibility as a director representing, incidentally, minority shareholder interests. By virtue of his very experience and professionalism, Mr. Querci has in fact shown and demonstrated well-founded, superior ethical and professional credentials which allow him to exercise full independence of judgement.
Thereupon, Mr. Carlo Querci joins board members, Massimiliano Capece Minutolo and Graziano Costantini, as a fully-recognised independent director pursuant to both the Consolidated Law on Finance and the Corporate Governance Code.
Following the Board of Directors’ meeting, a meeting of the Board of Statutory Auditors was also held on the same day with the intent of verifying – under application criterion 3.C.5 of the Corporate Governance Code – the adequacy of the procedures and assessment criteria adopted by the Board of Directors in determining the independence of its members. In connection with the correct application of these procedures and criteria, in consideration of the provisions contained in the afore-mentioned Code and having regard to substance rather than form, the Board of Statutory Auditors resolved that, with regard to the directors qualifying as independent, the presence of situations currently susceptible of interfering with their independence of judgement can be excluded.