Board of directors

Appointment and replacement (article 123-bis.1.l) of the Consolidated Finance Act)

Article 20) of Salini Impregilo S.p.A.'s Bylaws require that ”The Company shall be administered by a Board of Directors comprised of 15 members.

Those candidates that meet the requirements set by the legislation and regulations in force at the time of their appointment may accept such appointment.

Directors are elected using lists presented by the shareholders that comply with the pro tempore legislation about gender equality (using the methods described below) in which the candidates are set out in consecutive order.

In order to be valid, each list includes at least two candidates that meet the independence requirements established by law. They are shown separately and one of the two heads the list.

The lists shall be deposited at the Issuer’s registered office at least twenty-five days before the date of first call of the shareholders’ meeting, as detailed in the notice calling the meeting.

Shareholders, shareholders forming part of significant shareholder agreements as per article 122 of Legislative Decree no 58/1998, the parent, subsidiaries and jointly controlled entities as per article 93 of Legislative Decree no. 58/1998 may not present, or be involved in presenting (also via trustees or nominees), more than one list. Nor can they vote (also via trustees or nominees) for more than one list. Moreover, each candidate may only be present in one list in order to be eligible. Inclusion in more than one list or votes for more than one list is/are not counted.

Lists may be filed only by Shareholders who, alone or together with other Shareholders, hold shares representing  in  the  aggregate  at  least   2%   of   the   share   capital   with   the   right   to vote at Ordinary Shareholders' Meetings, or a lower percentage that may be required pursuant to imperative provisions of laws or regulations¹.

Together with each list and within the timeframe described earlier, the shareholders deposit: (i) statements whereby each candidate accepts their candidature and states, under their own responsibility, the inexistence of any reasons for ineligibility or incompatibility and the existence of the requirements for the relevant offices; (ii) a professional and personal profile of each candidate and mention of whether they qualify as independent and any offices held as director or statutory auditor in other companies; and (iii) any other information that  is requested in the notice calling the shareholders’ meeting and required by the applicable law or regulations.

In addition, the relevant certificate issued by a legally-authorised broker, showing ownership to the number of shares necessary to present lists at the date of depositing the list with the company within the deadline set by the relevant laws for the publication of lists, is also to be lodged.

Lists with a number of candidates equal to or greater than three shall include male and female candidates so that the less represented gender makes up at least one fifth (for their first mandate after 12 August 2012) and subsequently one third (rounded upwards) of the candidates.

Lists which are presented that do not meet the above requirements are considered not to have been presented.

The following procedure is carried out to elect the directors: a) when there is at least one list that has received votes making up at least 29% of the share capital with voting rights at ordinary shareholders’ meetings, 14 directors to be appointed are taken from the list which got the most votes in the order in which they are set out in the list while the other director is taken from the list presented by minority shareholders that got the most votes and is not linked in any way (directly or indirectly) to the shareholders that presented or voted for the list that got the most votes. Should the first two lists have received the same number of votes, seven directors are taken from each one in the order in which they are set out therein while one director is taken from the list that came third in terms of the votes received and is not linked in any way (directly or indirectly) to the shareholders that presented or voted for the lists that got the most votes. If only two lists are presented, the fifteenth director is the oldest candidate from those not taken from the first two lists;

b) if none of the lists gets votes equal to at least 29% of the share capital with voting rights at ordinary shareholders’ meetings, the 15 directors are taken from all the lists presented as follows: the votes obtained by the lists are divided by entire numbers from one to 15. The resulting scores are assigned to the candidates of each list in consecutive order using the order in which they are included in the lists. The candidates are then included in a single decreasing order list, based on the scores given to each one.

Those with the highest score are elected. If more than one candidate has the same score, the one from the list that has not had any director elected from it or has had the smallest number of directors elected is taken.

Lists that do not obtain a vote percentage equal to at least half that set by the Bylaws for the presentation of lists are not considered.

Should the election of candidates using the above methods not ensure composition of the Board of Directors in accordance with the pro tempore legislation about gender equality, the candidate of the gender most represented elected last in consecutive order from the list that received most votes shall be replaced by the first candidate of the less represented gender not elected from the same list in progressive order. This replacement procedure shall be continued until the Board of Directors composition complies with the pro tempore legislation about gender equality. Should it not lead to such compliance, replacement shall take place by resolution passed by the shareholders with a relative majority vote, after presentation of the candidates of the less represented gender.

Should no lists be presented or those presented not be accepted for voting purposes, the shareholders use the majority vote system, without considering the above procedure, while ensuring the necessary number of directors with the independence requirements set by law², and compliance with the pro tempore legislation about gender equality.

The list voting procedure is only used when an entire board is being appointed.

Should one or more directors leave their position during the year, in order to ensure that the majority of the board is always made up of directors appointed by the shareholders, the Board of Directors replaces them pursuant to article 2386 of the Italian Civil Code, appointing candidates from the list to which the former director belonged, in consecutive order, and who are still eligible and willing to accept the position. Directors who have left office are always replaced: (i) ensuring the presence of the number of directors with the independence characteristics required by law necessary and (ii) in compliance with the pro tempore about gender equality. If there is no longer a majority,  the remaining directors also fall from office with effect from when the board is re-elected by the shareholders”.

The Issuer is not subject to additional requirements for its board’s composition other than those imposed by the Consolidated Finance Act (especially with respect to the representation of minority investors and/or the number and characteristics of the independent directors).

Succession plans

With respect to criterion 5.C.2 of the Code, the Board of Directors resolved to adopt a succession plan for the sole executive director (the CEO) on 16 October 2012 as proposed by the risk and control committee in its meeting on 21 September 2012 .

Given the above, on 19 March 2014, the Board of Directors approved the succession plan prepared in accordance with article 5.C.2 of the Code (the “Plan”), also on the basis of the relevant proposals made by the remuneration and appointment committee on 19 March 2014, which handled the preliminary investigation.

The Plan includes the procedures to apply in order to ensure the continuity of company management in the event the CEO leaves office before the end of his term of office, also making all decisions necessary for the immediate future, attributing the appropriate powers and proxies to the Chairperson.

The plan consists of: (i) compliance with the Bylaws concerning the replacement of Directors ceasing to hold office; (ii) compliance with the regulations approved by the Board of Directors concerning the maximum number of positions that can be held in other companies pursuant to criterion 1.C.3 of the Code; (iii) compliance with the principles set forth in criterion 2.C.5 of the Code concerning “cross directorship”; (iv) competence and experience requirements of the individual to be appointed; (v) a balance between enhancing internal management skills (though a structured management assessment procedure) and opening to the market.

The plan envisages the involvement of the remuneration and appointment committee, with the support of companies specialised in  the issue, in preparing a specific non-binding proposal to the Board of Directors.

The role of the remuneration and appointment committee is to assess on an annual basis whether to revise the plan. However, the Board of Directors has the power to (i) call on, at any time, the remuneration and appointment committee to propose a revision of the plan providing guidelines or (ii) to revise the plan directly.

1 Consob established the percentage as 1% for the presentation of lists for the election of the directors and statutory auditors of Salini Impregilo S.p.A., pursuant to the Consolidated Finance Act and the Issuer Regulation in its resolution no.18775 of 29 January 2014.
2 Salini Impregilo S.p.A.’s Bylaws do not include additional requirements to those established by law.

Composition (article 123-bis.2.d) of the Consolidated Finance Act

Composition of the current board and committees at year end

Directors who left office during the year

In their meeting of 17 July 2012, the shareholders elected a new Board of Directors for three years until the meeting to be held to approve the financial statements at 31 December 2014, electing 14 directors from the majority list presented by the shareholder Salini S.p.A. and the fifteenth member from the minority list presented by the shareholder Igli S.p.A.. Votes in favour of the new board approximated 51.98% of the voting rights for this resolution for the majority list and approximately 47% of the voting rights for this resolution for the minority list, equal to roughly 78.74% of the company’s overall voting rights.

Giuseppina Capaldo was elected director of the Issuer for the first time on 11 June 2012. The other directors were elected for the first time on 17 July 2012, except for Nicola Greco, Giacomo Marazzi and Franco Passacantando, as specified below.

On  5  July   2013,   Giorgio   Rossi   Cairo   resigned   the   post   of   Independent Director on account of his growing professional and business commitments.

On 5 August 2013, Massimo Ferrari and Claudio Lautizi resigned from the posts of Director and member of the Executive Committee on account of the posts taken up at the Issuer, by virtue of the board resolution on the same date, as General Manager of Group Corporate & Finance and General Manager of International Operations, respectively.

Three new Directors were  appointed  at the  extraordinary shareholders' meeting on 12 September 2013 to replace the resigned Directors. The new Directors are Nicola Greco, Giacomo Marazzi and Franco Passacantando. The appointment of Franco Passacantando became effective on 15 December 2013 (to allow him to terminate his mandate held on the date of the meeting ).

On the same date, the Board of Directors changed the composition of the Committees as follows:

• Executive committee
  Pietro Salini (Chairman)
  Claudio Costamagna
  Alberto Giovannini
  Giacomo Marazzi
  Simon Pietro Salini
• Risk and Control Commitee
  Mario Cattaneo (Chairman)
  Giuseppina Capaldo
  Pietro Guindani
  Franco Passacantando³
• Remuneration and Appointments Committee
  Marina Brogi (Chairman)
  Nicola Greco
  Geert Linnebank
  Laudomia Pucci
• Committee for Related-Party Transactions
  Alberto Giovannini (Chairman)
  Marina Brogi
  Giuseppina Capaldo
  Geert Linnebank

The directors’ personal and professional profiles are presented in their curricula vitae posted on the Internet site www.salini-impregilo.com, under the "Corporate governance - Board of Directors and Committees - Board of Directors” section”.

No change in the Board of Directors or its committees has taken place since year end.

Maximum number of positions held in other companies

In its meeting of 12 December 2007, the board resolved to adopt a specific rule: “Whereas for the purposes of this rule, “companies of significant size” are”:

1. Italian companies listed on Italian or other EU state regulated markets;
2. banks, financial brokers pursuant to article 107 of Legislative Decree no. 385 of 1 September 1993, stock brokerage companies pursuant to article 1.1.e) of the Consolidated Act, variable capital investments companies (OEICs) pursuant to article 1.1.i) of the Consolidated Act, fund management companies pursuant to article 1.1.o) of the Consolidated Act, insurance companies pursuant to article 1.1.s), t) and u) of Legislative Decree no. 209 of 7 September 2005 set up as companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code not listed on Italian or EU state regulated markets;
3. companies as per paragraphs V, VI and VII, section V, chapter V of the Italian Civil Code that individually or collectively at group level, if they prepare consolidated financial statements, show: i) revenue from goods and services of more than €500 million; or ii) assets of more than €800 million, not listed on Italian or other EU state regulated markets .

The maximum number of positions that Impregilo directors may hold is:

• Executive directors
  The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed four.
• Non-executive directors members of the executive committee
  The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed six.
• Non-executive directors who are not members of the executive committee
  The maximum number of positions as director or statutory auditor in other significant size companies cannot exceed eight.

In order to calculate the number of positions:

• positions in companies that are directly and/or indirectly controlled by Salini Impregilo S.p.A., are its parent companies or are subject to joint control are not considered;
• positions as alternate statutory auditor are not considered;
• positions held in significant size companies belonging to the same group which is not that of the Issuer are considered to have the following “weight”:
• first position: one
• second position: one and a half
• from three up: two.

Should a director be offered new positions that would lead to their exceeding the above ceilings, they shall inform the board promptly of this so that the board can grant waivers (also temporary) to the maximum number of positions set in this rule. The waiver shall be adequately documented. It shall be described in the company’s corporate governance report together with the reasons therefor.”

The current composition of the board complies with the above general criteria.

Induction Programme

In order to provide the directors and statutory auditors with an adequate background to the Issuer’s sector, its characteristics and developments as well as the relevant legislative framework, the chairperson ensures that:

• the Board of Directors and the committees (through their chairpersons) are informed thereof during their meetings;
• directors not part of committees are invited to attend committee meetings when this information is provided;
• the directors have access to the company’s intranet portal, where they can find information and documentation about the above topics (including the reports prepared by the supervisory board as per Legislative Decree no. 231/01 about the legislative framework and standard practices);
• working sessions are held to illustrate specific business issues to the directors.

3 The appointment of Franco Passacantando is effective from 15 December 2013.

Role of the Board of Directors (article 123-bis.2.d) of the Consolidate Finance Act)

Pursuant to article 24 of the Bylaws (available on the Internet site www.salini-  impregilo.com, under the "Corporate Governance - Bylaws” section), the Board of Directors has the widest powers for the company’s ordinary and extraordinary management with no exceptions. It has the power to perform all those actions that it deems suitable to carry out the company’s activities as per its business object or related activities, except for those actions reserved exclusively for the shareholders by law.

The Board of Directors may resolve to set up or close branches in Italy or abroad, to decrease share capital if a shareholder withdraws therefrom, to adjust the Bylaws to reflect mandatory regulatory requirements, to transfer the legal offices within Italy and to merge other wholly controlled companies or companies, of which at least 90% control is held, into the parent. All of these transactions are to be carried out in accordance with articles 2505 and 2505-bis of the Italian Civil Code.

By law, the directors may not remain in office for more than three years and their term of office expires at the date of the shareholders’ meeting held to approve the financial statements of the last year of their term. As not provided for otherwise in Salini Impregilo's Bylaws, the directors may be re-elected.

Pursuant to article 21 of the Bylaws, the Board of Directors elects a chairperson from among its members and (possibly) one or two deputy chairpersons who substitute the chairperson in their absence or impediment.

Article 20 of the Bylaws provides that the Board of Directors has 15 members.

During the year, 17 board meetings were held, with an average duration of roughly two hours and thirty minutes.

The 2014 financial calendar (available on the Internet site www.salini-impregilo.com, under the "Corporate Governance - Corporate events” section) shows that 4 meetings are scheduled to take place during the year, the first of which was held on today's date. Five other board meetings have been held in 2014.

The board has acknowledged that the chairperson, assisted by the board secretary, has provided the directors with the available documentation and information about the issues to be discussed before each meeting, and to have ensured their confidentiality . When useful, the documentation was made available together with specific executive summaries to aid the directors’ understanding and review of the matters to be discussed. Specifically, the independent directors found that the information provided by the CEO to the board was satisfactory.

The board meetings were usually attended by the secretary and the manager in charge of financial reporting. When appropriate, experts and managers of the Issuer and its group companies also participated, depending on the matters to be discussed, to ensure the proper and profitable working of the meetings and to provide any in-depth information necessary.

The chairperson ensured that enough time was given to each of the items on the agenda to allow their complete and constructive discussion. The directors expressed their positions and contributed to the meetings.

***

With respect to criterion 1.C.1.a) of the Code, with which the board has resolved to comply, the board is authorised to examine and approve:

• the strategic, business and financial plans of the Issuer and its group, and to periodically monitor their implementation;
• the Issuer’s corporate governance system;
• the structure of the group headed by the Issuer.

***

• The Board of Directors found FISIA Italiampianti S.p.A. and Impregilo International Infrastructures N.V. to be “strategic subsidiaries” given their role as subholding of the Engineering & Plant Construction business segment and as subholding of the Concessions business segment, respectively.
• With respect to criterion 1.C.1.c) of the Code, in its meeting of 19 March 2014 and after the risk and control committee’s positive assessment, the board found the organisational, administrative and accounting structures of the Issuer, FISIA Italimpianti S.p.A. and Impregilo International Infrastructures N.V. to be adequate, with particular respect to internal controls and risk management; the committee examined the analyses performed by the internal audit unit.
• During its meetings, the board assessed the company’s performance, comparing it to the budget objectives and considering information received from the empowered bodies.
• On 12 July 2013, the Board of Directors resolved to retain responsibility for the following actions and transactions:
  • exercise of voting rights: (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
  • the review and approval of the business plan, budget and industrial plan;
  • the performance of all More important transactions that do not require shareholder approval as per the “Regulations for related party transactions”, approved from time to time;
  • the purchase and sale of investments in companies, consortia or other entities, as well as in businesses or business units.

With respect to criterion 1.C.1.g) of the Code and as resolved by the Board of Directors on 12 March 2007 and set out in section 3 of this report, during its meeting of 19 March 2014, the board assessed the size, composition and working of the board itself and its committees, following the review of the remuneration and appointment committee that met on the same date. It considered aspects such as the professional characteristics, experience (including of a management nature) and the gender of its members and their length of term of office. The remuneration and appointment committee prepared the self-assessment process, providing the Board of Directors with its report thereon, which it examined in the 19 March 2014 meeting. The Board of Directors carried out its own self assessment during this meeting and noted, in summary, that:

• the composition of the Board is such that each Director has adequate professional experience, both in management and at an international level, in the various issues providing the greatest support to the activities of the corporate bodies, including technical, economic, financial and legal issues. Thanks to this combination of professional experience, the Board of Directors has fulfilled and will continue to fully discharge all of its functions and duties;
• the available documentation and information about the issues to be discussed have been provided to the directors in a clear and comprehensive manner, ensuring sufficient confidentiality of the pre-board meeting information, in adequate time before each meeting. The directors participate in the work of the Board appropriately and actively contribute to the discussion and decisions taken;
• the number of board meetings held, their duration, interval and frequency appear to be adequate;
• the issues to be resolved by the Board of Directors have been thoroughly examined and the empowered bodies have provided information to the Board of Directors on the activities carried out in exercising the powers conferred upon them;
• the directors take part in initiatives aimed at increasing their awareness of the company's situation and dynamics, also with respect to the relevant legislative framework;
• the number of independent directors is considered appropriate in relation to the composition of the Board of Directors and for the activities carried out by the company;
• in the performance of the duties of their office, the Board of Directors is supported by the internal committees described below. The dimensions, expertise and experience of these committees are such that they are able carry out their respective tasks effectively .

With respect to criterion 1.C.4., article 20 of the Bylaws provides that, until resolved otherwise by the shareholders, the directors are not bound by the ban of article 2390 of the Italian Civil Code. The board did not identify any issues thereon during its meeting held today that require reporting to the shareholders.

Empowered bodies

Chief executive officers

The Board of Directors may delegate part of its powers to one or more directors, setting limits and proxy operating methods. It may appoint directors and representatives, who do not necessarily have to be board members, and establishes their powers (article 25 of the Bylaws).

On 18 July 2012, the Board of Directors appointed Pietro Salini as CEO. It gave him the legal power to represent the company and signatory powers with third parties and in court. He also has powers to manage the company and may delegate responsibility for the organisation and running of certain business activities.

On 12 December 2013, the board established a new balance of powers of the CEO, eliminating, among other things, the set limit of €50 million for certain transactions, which was resolved during the meeting on 18 July 2012.

The board also reserved for itself, in addition to those powers reserved exclusively to it by law, also the exclusive authority for any decisions related to:

• the exercise of voting rights (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
• the review and approval of the Group's business plan, budget and industrial plan;
• the performance of all More important transactions that do not require shareholder approval as per the “Regulations for related party transactions”, approved from time to time;
• the purchase and sale of investments in companies, consortia or other entities, as well as in businesses or business units.

The CEO is in charge of running the company. As provided for by criterion 2.C.5, the CEO does not hold directorships in any other Italian listed companies.

Chairperson

The chairperson is the company’s legal representative and has signatory powers with third parties and in court pursuant to article 28 of the Bylaws. The chairperson does not have special strategic decision-making powers.

The chairperson of the Board of Directors is not the chief executive officer nor is he the majority shareholder of the Issuer.

Executive committee (article 123-bis.2.d) of the Consolidated Finance Act)

Pursuant to article 25 of the Bylaws, the Board of Directors may delegate all or part of its powers (not reserved to it by law) to an executive committee consisting of a number of members to be less than half that of the Board of Directors, including the CEO, who acts as chairperson of the executive committee.

The Board of Directors set up an executive committee, in accordance with article 25 of the Bylaws.

 The executive committee in office until 5 August 2013, appointed by the Board of Directors on 18 July 2012, comprised the following members of the Board of Directors:

• Pietro Salini (Chairman)
• Claudio Costamagna
• Laura Cioli
• Massimo Ferrari
• Claudio Lautizi

On 5 August 2013 and until 12 September 2013, following the resignation of Massimo Ferrari and Claudio Lautizi from the post of Director and member of the executive committee (see section 4.2 above), the members of the committee were:

• Pietro Salini (Chairman)
• Claudio Costamagna
• Laura Cioli

On 12 September 2013, the Board of Directors, further to Laura Cioli's resignation as member of the executive committee, resolved to bring the number of members of this committee to five. The members of the current executive committee are:

• Pietro Salini (Chairman)
• Claudio Costamagna
• Dott. Alberto Giovannini
• Dott. Giacomo Marazzi
• Dott. Simon Pietro Salini

Meetings are called when necessary and a calendar does not exist.

During the year, the executive committee met 30 times with meetings averaging roughly one hour and forty minutes.

Four meetings have been held by the executive committee in 2014.

***

The Board of Directors delegated all the ordinary and extraordinary administrative powers reserved to it to the executive committee, except for those powers reserved exclusively to it by law and those related to the performance of the following actions and transactions, reserved to the board:

• the exercise of voting rights (a) at extraordinary meetings of the shareholders of the strategic subsidiaries and (b) at ordinary meetings of the aforementioned shareholders of the strategic subsidiaries called to appoint their directors;
• the review and approval of the Group's business plan, budget and industrial plan;
• the performance of all More important transactions that do not require shareholder approval as per the “Regulations for related party transactions”, described in section 12 of this report, approved from time to time;
• the purchase and sale of investments in companies, consortia or other entities, as well as of businesses or business units;

Information to be provided to the Board of Directors

The Board of Directors meets at least every three months. The CEO, also as chairperson of the executive committee, reported to the board and the Board of Statutory Auditors on the activities carried out under proxy and key transactions at these meetings and whenever required by the specific circumstances

Other executive directos

The Board of Directors currently consists of one executive director (the CEO) and 14 non- executive directors.

As described in section 3 about criterion 2.C.1., the directors making up the executive committee are considered to be non-executive as involvement in the committee, given the subject of the related resolutions, does not entail the systematic participation of its members in the day-to-day management of the company nor does it lead to remuneration such that would compromise their independence.

Independent direcots

The Issuer's Board of Directors comprised, until 12 September 2013, nine  independent directors and, from that date, the following 11 independent directors: Marina Brogi, Mario Cattaneo, Laura Cioli, Alberto Giovannini, Pietro Guindani, Geert Linnebank, Laudomia Pucci, Giuseppina Capaldo, Nicola Greco, Giacomo Marrazzi and Franco Passacantando.

At the first opportunity after their election, specifically:

• on 18 July 2012 for Directors Marina Brogi, Mario Cattaneo, Laura Cioli, Alberto Giovannini, Pietro Guindani, Geert Linnebank, Laudomia Pucci and Giuseppina Capaldo,
• on 12 September 2013 for Directors Nicola Greco, Giacomo Marazzi and Franco Passacantando,

and during the meeting held to approve the annual draft financial statements, the Board of Directors assessed that each non-executive director met the independence criteria set by the Code applying each criterion established thereby. They then disclosed the results of their assessment to the market.

The Issuer's 11 independent directors meet the independence requirements pursuant to both the Consolidated Finance Act and the Code.

***

The Board of Statutory Auditors checked the correct application of the criteria and procedures adopted to check independence by the board. The outcome of such process will be communicated by the Board of Statutory Auditors to the market in its report to the shareholders.

As resolved by the Board of Directors about criterion 3.C.6. of the Code in its meeting of 12 March 2007, the independent directors meet annually before the board meeting held to approve the annual financial statements for self-assessment purposes and so that any remedial action to be taken can be examined with respect to the role played by independent directors within the board. They met on 19 March 2014 and reported to the board on the same day. 12 meetings have been held by the independent directors during 2014 for the activities described below.

When agreeing to their inclusion in the lists of candidate directors, the independent directors have not agreed to maintain their independence throughout their term of office and, if necessary, to resign.

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The independent directors of the Company were not called on during the year to perform specific tasks, required by law or delegated to them by the Board of Directors, in relation to the takeover bid launched by Salini S.p.A. on the Issuer's shares, as well as the merger of Salini S.p.A. into Impregilo S.p.A.

Specifically, in relation to the above takeover bid, the independent directors of the company:

• received specific mandate to identify and appoint the independent financial advisor of the Company which was responsible for, inter alia, preparing a fairness opinion on the consideration for the bid to support the assessments subsequently made by the board;
• delivered their reasoned opinion containing their assessment on the bid and the fairness of the consideration, pursuant to article 39-bis of the Issuer Regulation.

As regards the above-mentioned merger, independent directors Laura Cioli and Pietro Guindani were mandated by the Board of Directors to carry out the necessary discussions with the directors appointed by Salini S.p.A. on formulating a proposal on the share swap ratio for the companies involved in the merger, subsequently submitted to the Board of Directors for assessment.

During the meetings held during the year, the independent directors also:

• expressed a favourable opinion on the qualification as non-executive of the directors who serve on the executive committee;
• carried out a self-assessment with respect to the role played by independent directors within the Board of Directors.

Lead indipendent director

As the requirements of the Code are not met, the board has not deemed it necessary to designate an independent director as lead independent director.