The current Board of Directors will remain in office until approval of the financial statements for the year ended 31 December 2017
Federico Marchetti – CEO
Born in Ravenna, Italy, in 1969, Federico Marchetti holds a degree in economics from Bocconi University in Milan and an M.B.A. from Columbia University. After several years of corporate experience and serving as an adviser to several chief executives and designers in the international fashion industry, he turned his attention to his next adventure – the Internet. In 2000, he founded YOOX – the perfect venture to unite his business vision with his eye for fashion and design.
A diverse background, 17 years of experience in fashion e-commerce and proven intuition has provided Federico with a truly valuable perspective, leading him to work side-by-side with leaders of the fashion industry in the development of their e-tail strategies and subsequent evolution.
His knack for innovation and encouraging creative talent online has seen him contribute, as a panel member, tor some of the most important international fashion initiatives globally including Paris’s renowned Andam Fashion Award and Vogue Italia’s “Who Is on Next?”. In 2012, Federico was awarded the prestigious Leonardo Award for Innovation by Italian President Giorgio Napolitano in recognition of the pioneering spirit of YOOX Group. Federico was also nominated Alumnus of the Year 2014 by Bocconi University for his unique entrepreneurial skills and innovative thinking.
In October 2015, YOOX completed the merger with The Net-A-Porter Group giving birth to YOOX NET-A-PORTER GROUP – the world’s leading online luxury fashion retailer, with Federico as Chief Executive Officer.
The merger brought together two highly complementary businesses covering all key geographical luxury markets and customer segments, with huge expertise and an expanded platform for building stronger partnerships with brands. The Group has significant synergy potential, with combined 2015 net revenues of €1.7 billion, and delivers to more than 180 countries around the world.
Raffaello Napoleone – Independent Chairman
Raffaello Napoleone graduated in Law from Rome’s Sapienza University and studied Executive Management and Executive Marketing at Stanford University. He began his career in 1976 in the commercial division of Italvela S.r.l., an exclusive yachting agent, and was a founding member of Nauta S.n.c. in 1978. From 1984 to 1986, he worked at the Florence office of Les Laboratoires Servier, where, as General Secretary, he oversaw human resources. Between 1986 and 1989, he was Head of Human Resources at Salvatore Ferragamo S.p.A., and from May 2007 to October 2009, he was a member of the Board of Directors of YOOX S.p.A.. Between 2007 and 2010, he was a member of the Escada AG Supervisory Board and from 2006 to 2009, he was an Independent Director at Dada S.p.A.. Since 1989, he has been CEO of Pitti Immagine S.r.l., a non-profit company that organises international trade fairs in the textiles/clothing sector. He sits on the Board of Directors of Ente Cassa di Risparmio di Firenze, after having served on its steering committee for 10 years. He is also a member of the Board of Directors of Alta Roma, which organises the Haute Couture week in Rome, and a member of the Board of the Fondazione Teatro della Pergola. He is a permanent invited member of the Board of Directors of Confindustria Firenze. Mr. Napoleone has been a member of the Board of Directors since July 2010 and Chairman since April 2015.
Stefano Valerio – Vice-Chairman
Stefano Valerio studied Law at Milan University, graduating cum laude. In 1992, he entered the legal profession and is currently a partner at “Gatti Pavesi Bianchi – Studio Legale Associato”, focusing on corporate and financial market law. He has written various articles and essays on corporate law and sits on the Board of Directors of a number of listed companies and financial institutions. Mr. Valerio has been a member of the Board of Directors since 2006.
CEDRIC Bossert – Non-Executive Director
Eva Chen – Independent, non-executive Director
Eva Chen has a BA in English, Creative Writing, from The John Hopkins University, and a BS in magazine writing from the Columbia University. She started her career in publishing and fashion working for many magazines including Elle and Teen Vogue, and also for the The Wall Street Journal. She has been Editor-in-chief of Condé Nast’s Lucky Magazine since 2013. In early 2015 she was appointed Head of Fashion Partnerships at Instagram and she boasts nearly 500,000 followers and created a personal brand that resonates across the fashion community. Since December 2015 Eva Chen is a member of the Board of Directors of the Company.
Alessandro Foti – Independent, non-executive Director
Alessandro Foti graduated in Economic and Social Sciences from Milan’s Luigi Bocconi University. From 1989 to 1996, he worked at Mediobanca S.p.A. in Milan in the Mergers and Acquisitions division, moving on to work in the same department at Lehman Brothers in London from 1996 to 2002. Mr. Foti was co-head and co-CEO of Investment Banking at UBS Italia from 2002 to 2007. Since 2008, he has been an Independent Financial Advisor and an Independent Board Member of a number of companies, including Ferretti Group, Camfin, Dada and Banca Popolare di Milano. Mr. Foti has been a member of the Board of Directors since April 2015.
Catherine Gérardin Vautrin – Independent, non-executive Director
After having obtained a master’s degree in English and French Law jointly organised by the Sorbonne in Paris and King’s College in London, Catherine Gérardin Vautrin graduated at the HEC Paris in 1983. She started her professional career as a Product Manager in the marketing department of a textile company. In 1992, she joined the Louis Vuitton Maison in Paris, where she was initially in charge of the development of the image of Louis Vuitton shops around the world, subsequently becoming Director of Pret à Porter, supporting the Artistic Director of the Marc Jacobs Maison. In 2000, Ms. Gérardin Vautrin began working for Emilio Pucci and led its re-launch for seven years, initially as CEO and subsequently also as Chairman. In 2008-2009, she was CEO of a fashion start-up, while also working as a consultant in the fashion industry until 2011. She was Chairman and CEO at Cerruti from October 2011 to December 2014. In February 2015, she was appointed Chairman and CEO at Paule Ka. Ms. Gérardin Vautrin has been a member of the Board of Directors since 2009.
Robert Kunze-Concewitz – Independent, non-executive Director
Robert Kunze-Concewitz graduated in Economics from Hamilton College (New York, USA) and obtained an MBA from Manchester Business School. Mr. Kunze-Concewitz began his professional career at Procter & Gamble, where he worked for 15 years, starting as FP&A Analyst, assuming increasing responsibilities in marketing worldwide, becoming Global Marketing Director of the Global Prestige Products division. In October 2005, he joined Campari as Group Marketing Director, implementing new marketing strategies for the Group’s international brands. In May 2007, he was appointed Group CEO. Since September 2014, he has been a member of the Board of Directors of Luigi Lavazza S.p.A.. Mr. Kunze-Concewitz has been a member of the Board of Directors since April 2015.
Richard Lepeu– Non-executive Director
Richard Lepeu is a graduate of the Institut d’Etudes Politiques de Paris and the Université de Sciences Economiques de Paris X. He worked in international corporate finance before joining Cartier in 1979 as assistant to the President. Within Cartier, he was appointed Company Secretary in 1981, Director of Finance and Administration in 1985 and held the position of Chief Executive Officer from 1995 until 2001. From 2001 until 2004, he served as Chief Operating Officer of Richemont. In 2004, he was named as Chief Financial Officer of Richemont and was appointed to the Board of Directors of Compagnie Financière Richemont SA. He held the position of Chief Financial Officer until 2010, when he became Deputy Chief Executive Officer to Johann Rupert, Chairman and Chief Executive Officer. He has been Co-Chief Executive Officer of Richemont since April 2013. Mr. Lepeu has been a member of the Board of Directors since October 2015.
Vittorio Radice – Independent, Non-executive Director
Vittorio Radice started his career in retail in 1980 at Associated Merchandising Corporation. He moved to London in 1990 to join Habitat and, afterwards, served as CEO of the department stores Selfridges from 1996 to 2003. He then led the successful repositioning of the Italian department store la Rinascente, where he served as Chief Executive Officer until 2012 and is currently Vice-Chairman in charge of International Development, fully involved in the remodeling of the two Department Stores recently acquired by the Group: Illum in Denmark and Kadewe Group in Germany. Since December 2015 Vittorio Radice is a member of the Board of Directors of the Company.
Laura Zoni – Independent, non-executive Director
Laura Zoni graduated cum laude in Economics and Management and obtained a PhD in Business Management from Milan’s Luigi Bocconi University. Professor Zoni began her academic career as a lecturer at Bocconi University, travelling to a range of prestigious institutions such as Stern School of Business, New York University (New York City, USA), Amos Tuck School of Business – Dartmouth College (Hanover, USA), Marshall School of Business, University of Southern California (Los Angeles, USA), and Insead (Fontainebleau, France). Full Professor of Accounting and Management Control (Faculty of Economics and Law) at Università Cattolica del Sacro Cuore in Piacenza she is currently Director of the Double Degree Programme in International Management. She lectures as Senior Professor of Accounting and Control at SDA Bocconi School of Management (Milan, Italy) and at MISB (Mumbai, India). She has published several articles and books and has participated in consulting projects in Management Control, Performance Evaluation and Incentives. Ms Zoni became a member of the Board of Directors of YOOX S.p.A. in April 2015.
Nomination and Activities of Board of Directors
Appointment of Directors
The Company is managed by a Board of Directors consisting of a minimum of five and a maximum of fifteen members, in compliance with the provisions on gender balance as set out in Art. 147-ter, paragraph 1-ter, of the TUF, as introduced by Law 120 of 12 July 2011.
Directors remain in office for a period of no more than three years, which expires on the date of the Shareholders’ Meeting called to approve the financial statements for the last year of their tenure. They may be re-elected.
Before making the appointments, the Shareholders’ Meeting determines the number of Directors and the term of office of the Board of Directors.
The current Board of Directors comprises eleven members, seven of whom were appointed at the Shareholders’ Meeting held on 30 April 2015, two of whom were appointed at the Shareholders’ Meeting held on 21 July 2015 with the rest remainder appointed at the Shareholders’ Meeting held on 16 December 2015.
All Directors must meet the requirements of eligibility, professionalism and integrity provided for by law and by other applicable provisions. A minimum number of Directors, not fewer than that set out in the laws and regulations in force at the time, must also fulfill the requirements of independence set by the existing provisions and regulations applicable (hereinafter “Independent Director“).
A Director’s term of office shall cease upon loss of independence requirements. The term of office of a Director who no longer meets the independence requirements specified by Article 148, paragraph 3, of TUF shall not cease if the independence requirements remain satisfied by the minimum number of Directors that the law and regulation in force require to be independent. In any event, Independent Directors designated as such at the time of their appointment must inform the Board of Directors without delay should they cease to fulfill the independence requirements.
Directors shall be appointed by the Shareholders’ Meeting, in compliance with the gender balance legislation in force at the time and with the Bylaws – which shall list the candidates meeting the requirements specified by the legislation and regulations in force at the time in numerical sequential order.
Lists for the appointment of Directors may be presented by the outgoing Board of Directors as well as by Shareholders which, at the time the list is presented, hold a stake at least equal to that determined by Consob pursuant to Art. 147-ter, paragraph 1 of the TUF as subsequently amended and in compliance with the provisions of the Consob Regulation approved by resolution 11971 of 14 May 1999 as subsequently amended. Ownership of the minimum shareholding is established on the basis of shares registered at the date on which the lists are submitted to the issuer; the relative certification may also be produced following submission, provided that this is within the time period indicated for publication of the lists.
The lists presented by Shareholders are deposited at the Company’s registered office at least 25 (twenty-five) days before the date of the Shareholders’ Meeting called to appoint the Directors, in accordance with the terms and procedures established by existing laws and regulations. If the Board of Directors presents a list, it must be deposited at the Company’s registered office at least 30 (thirty) days before the date of the Shareholders’ Meeting called to appoint the Directors, in accordance with the terms and procedures established by existing laws and regulations. The Company must also make the lists available to the public at least 21 (twenty one) days before the date of the Shareholders’ Meeting, according to procedures set out under the laws in force.
Lists containing three or more candidates shall include candidates of both genders, such that at least one-third (rounded up) of candidates belongs to the less-represented gender.
The lists must also contain (including in the attachments):
(i) a CV detailing the candidates’ personal and professional characteristics;
(ii) statements in which each of the candidates accepts his/her candidacy and certifies that there are no grounds for ineligibility or incompatibility and that they meet the requirements prescribed by current laws for the office of Company Director. These statements may also include a declaration concerning whether they meet the requirements to qualify as an Independent Director, and, where applicable, the further requirements set out in the codes of conduct drawn up by companies managing regulated markets or by trade associations;
(iii) for the lists submitted by the Shareholders, the names of the Shareholders submitting the lists, and the total percentage of shares held;
(iv) any other declaration, information and/or document provided for by law and by the applicable regulations.
Each Shareholder and each group of Shareholders belonging to a Shareholders’ agreement as defined by Art. 122 of the TUF, as well as related Parties to said Shareholder, may not, present or contribute to the presentation, either directly, through a third party or through a fiduciary company, of more than one list, nor may they vote for different lists, and each candidate may stand on a single list only, or shall be deemed ineligible. Participation and votes expressed in violation of these restrictions shall not be assigned to any list.
At the end of the vote, the appointment of the members of the Board of Directors will take place according to the following criteria:
- A) (i) all Directors to be appointed are drawn from the list obtaining the greatest number of votes (hereinafter the “Majority List”), in order in which they appear on the list, with the exception of candidates drawn from any lists covered by points (ii) and (iii) below;
(ii) two Directors are drawn, in the order in which they appear on the list, from any list presented by a Shareholder who also holds shares without voting rights, and is thus a holder of B Shares (hereinafter a “Shareholder With Limited Voting Rights”, and a “List presented by a Shareholder With Limited Voting Rights”). In the event of a plurality of lists presented by Shareholders With Limited Voting Rights who are not Related Parties, the Directors will be drawn from whichever list received the most votes;
(iii) from a list other than the Majority List and other than the List presented by a Shareholder With Limited Voting Rights, and which received the most votes and which is not linked, even indirectly, to the Shareholders that submitted or voted for the Majority List or the List submitted by the Shareholder With Limited Voting Rights, pursuant to the applicable provisions (hereinafter the “Minority List”), the Director is taken, who is the candidate at the top of that list indicated as number one on the list is appointed;
(iv) if no list has been presented by a Shareholder With Limited Voting Rights or if there is no Minority List, the Directors or Director that should have been drawn from these lists will be taken from the Majority List.
- B) In addition to and in clarification of the provisions of A) above, the following applies:
(i) a List presented by a Shareholder With Limited Voting Rights shall contain two Directors, even if such list proves to be the list receiving the most votes; therefore, in such an event, the list receiving the second-highest number of votes shall be deemed the Majority List for the purposes of identifying the Directors to be elected;
(ii) a list which, although it received the most votes and was not presented by a Shareholder With Limited Voting Rights, bears all of the following three characteristics – (x) was presented by Shareholders and therefore not by the Board of Directors within the meaning of the Bylaws; (y) was voted for by a Shareholder With Limited Voting Rights, (z) received more votes than the other lists solely by virtue of the casting vote of a Shareholder With Limited Voting Rights – shall also be deemed equivalent to the List presented by a Shareholder with Limited Voting Rights, and shall therefore contain only two Directors pursuant to the provisions set out in A) (ii) above;
(iii) if the Majority List is the list presented by the Board of Directors and no list was presented or voted for by any Shareholder With Limited Voting Rights, all the Directors to be appointed will be drawn from the Majority List, except for the Director drawn from any Minority List;
(iv) if only one list is presented, and except where such list has been presented by a Shareholder With Limited Voting Rights, the Shareholders’ Meeting shall vote on it, and if such list receives a relative majority of votes, without considering the abstentions, candidates shall be appointed as Directors in the order in which they have been listed;
(v) if (x) different Lists presented by Shareholders With Limited Voting Rights have received the same number of votes (“Tied Lists”) and (y) no lists have received a higher number of votes than the Tied Lists, the Majority Lists and the Minority Lists will be decided as follows:
(a) if the list presented by the Board of Directors is one of the Tied Lists, said list shall be deemed the Majority List. If there is only one other Tied List, that list shall be the Minority List; if there is more than one other Tied List, the Minority List shall be decided by applying the criterion used in (b) to decide the Majority List;
(b) if the list presented by the Board of Directors is not one of the Tied Lists, the latter shall be ordered sequentially according to the size of shareholding of the Shareholder presenting the list (or the Shareholders jointly presenting the list) at the time of filing, or, alternatively, according to the number of Shareholders jointly presenting the list, such that the first list in the order thus produced is deemed the Majority List and the second the Minority List;
(vi) where there are Tied Lists and a Majority List, the Minority List is decided by applying, mutatis mutandis, the rules used in (v) above to decide the Majority List.
If the number of Independent Directors appointed amongst the candidates elected through the application of the above procedures is less than the minimum stipulated by law in relation to the total number of Directors, the required substitutions shall be made to the Majority List, or to the equivalent list, in order of appointment of the candidates, starting with the last candidate appointed.
Should the resulting composition of the Board not enable compliance with gender balance provisions, given their sequential order on the list, the last few candidates of the most-represented gender elected from the Majority List, or the equivalent list, shall be replaced – in the number necessary to ensure compliance with the requirements – by the first few non-elected candidates of the less-represented gender on the same list. If there are not enough candidates of the less-represented gender on the Majority List, or the equivalent list, to make the necessary number of replacements, the Shareholders’ Meeting shall elect the additional members by statutory majority.
Lists that do not obtain at least 50% of the votes required to submit a list shall not be taken into consideration.
If no lists are presented, or the number of Directors elected on the basis of the lists submitted is lower, for any reason, than the number of Directors to be elected, the members of the Board of Directors are appointed by the Shareholders’ Meeting through simple majority voting, without following the above procedure, so as to ensure (i) the number of Independent Directors equal to the minimum total number required by the regulations in force at the time and (ii) compliance with the gender balance legislation in force at the time.
If for any reason one or more Directors cease to hold his/her post, he/she will be replaced pursuant to Art. 2386 of the Civil Code, so as to ensure (i) the presence of the minimum total number of Independent Directors, prescribed by the regulations in force at the time, and (ii) in compliance with the gender balance legislation in force at the time.
The Chairman is appointed by the shareholders’ meeting through simple majority voting, or is appointed by the management body in accordance with the Bylaws.
If the majority of Directors appointed by the Shareholders’ Meeting resign or leave the board for any other reason, the term of office of the entire board will be considered to have ceased with effect from the date on which the new board is constituted. In this case, the Directors who have remained in office must urgently convene a Shareholders’ Meeting to appoint the new Board of Directors.
The Board of Directors is invested with all powers to manage the Company, and to this end, may pass resolutions or carry out measures that it deems necessary or useful to achieve the Company’s objects, with the exception of matters reserved for the Shareholders’ Meeting by law or according to the bylaws.
The Board of Directors is also responsible, in accordance with Art. 2436 of the Civil Code, for adopting resolutions concerning:
- “simplified” mergers or demergers pursuant to Arts. 2505, 2505-bis, 2506-ter, last paragraph of the Civil Code;
- the establishment or closure of secondary offices;
- the transfer of the registered office within the national territory;
- indication of which Directors serve as legal representatives;
- the reduction of the share capital following withdrawal;
- amendments to the Bylaws to comply with laws and regulations,
it being understood that these resolutions may also be adopted by an Extraordinary Shareholders’ Meeting.
In its meeting on 30 April 2015, the Board of Directors vested the Chief Executive Officer with the broadest powers for the ordinary administration of the Company including, but not limited to, signature powers on behalf of the Company and serving as its legal representative with respect to third parties and in legal matters, with the exception of decisions on matters that are the specific remit of the Board of Directors and which therefore cannot be delegated:
- the approval of the business plan and subsequent amendments or additions (and/or its replacement with business plans subsequently approved by the Board of Directors);
- annual investment budget and amendments or additions thereto of more than 30% of the amount indicated in the latest approved business plan and/or the latest approved budget;
- debt totalling more than Euro 10,000,000.00 a year where not provided for in the business plan and/or the last approved budget;
- the approval of the quarterly procurement and cash budget and amendments or additions of more than 30% thereto;
- Directors’ compensation pursuant to ex article 2389, paragraph 2 of the Civil Code;
- the granting of guarantees of any kind amounting to more than Euro 1,000,000.00;
- the purchase or sale of interests in company structures, or the purchase, sale or leasing of companies, company branches or real estate;
- the hiring, termination or modification of the conditions of employment of executives with gross annual remuneration in excess of Euro 500,000.00 (five hundred thousand)/00);
- the conditions and timing of stock option plans or buy options and relative benefits;
- the adoption by the Company of (or change to) any stock option plan or any incentive plan or scheme in favour of employees or the granting of options or shares based thereon;
- the creation of any mortgage, pledge or charge or any real guarantee on all or a substantial portion of the Company’s registered real estate;
- the sale of all or a substantial part of shares representing the share capital of any Company subsidiary; and
- the signing by the Company of any binding agreement that is included (or could be included) in any of the matters covered above.
The Chairman of the Board coordinates the work of the Board of Directors and ensures that adequate information is provided to all Directors about the subjects included on the agenda.
Furthermore, at the annual meeting to approve the financial statements, the Board of Directors:
- examines a report on significant company risks submitted by the Chief Executive Officer and evaluates how these have been identified, assessed and managed. It pays particular attention to any changes in the nature and extent of risks over the year under review, and to assessing the response of the Issuer and its subsidiaries to these changes;
- assesses the effectiveness of the internal control and risk management system in combating these risks, paying particular attention to any inefficiencies that have been noted;
- considers the measures that have been put in place or must be undertaken promptly to rectify this deficiency;
- prepares any additional policies, processes and rules of conduct that allow the Issuer and its subsidiaries to react in an appropriate manner to risk situations that are new or not appropriately managed.