Annual Accounts and Report as at 30 June 2011 Draft - Mediobanca

SECTION IVManagementArticle 13The Board of Directors shall be responsible formanagement of the company, and shall exercise suchmanagement through the Executive Committee, theManaging Director and the General Manager, ifappointed, in accordance with the provisions hereof.SECTION IVManagementArticle 143UnchangedSub-section I - Board of DirectorsArticle 14The Board of Directors comprises between fifteen andtwenty-three members. The duration of their term ofoffice shall be three financial years, save whereotherwise provided in the resolution approved fortheir appointment.Members of the Board of Directors shall be inpossession of the requisite qualifications for holdingsuch office expressly stipulated under regulations inforce at the time, failing which they shall becomeineligible or, in the event of such circumstancesmaterializing subsequently, shall be disqualified fromoffice.At least three of the Directors shall qualify asindependent as defined by Article 148, paragraph 3,of Italian Legislative 58/98. At least two of theDirectors (who may coincide with those qualifying asindependent under the aforementioned requirements)shall qualify as independent as defined by the Codeof Conduct for Listed Companies. If a Directorqualifying as independent as defined above ceases todo so, this shall not result in him/her beingdisqualified from office provided the minimumnumber of Directors required to be independentunder the present Articles of Association incompliance with regulations in force is stillrepresented.Five Directors are chosen from among employees withat least three years’ experience of working forMediobanca Banking Group companies at seniormanagement level.Directors are appointed on the basis of lists in whichthe candidates are numbered consecutively. Lists maybe submitted by the Board of Directors and/or byshareholders representing in the aggregate at least thepercentage of the Company’s share capitalestablished under regulations in force at the time andSub-section I - Board of DirectorsArticle 154Unchanged”At least three of the Directors shall qualify asindependent as defined by Article 148, paragraph 3,of Italian Legislative 58/98. At least four of theDirectors (who may coincide with those qualifying asindependent under the aforementioned requirements)shall qualify as independent as defined by the Codeof Conduct for Listed Companies. If a Directorqualifying as independent as defined above ceases todo so, this shall not result in him/her beingdisqualified from office provided the minimumnumber of Directors required to be independentunder the present Articles of Association incompliance with regulations in force is stillrepresented.UnchangedNo director aged seventy-five or over may beelected.Unchanged– 515