The statutory auditors currently appointed were elected by the Meeting of 30 April 2015, whose resolution shall remain valid until the financial statements as of 31 December 2017 are approved.
Marco Maria Fumagalli – Chairman
Marco Maria Fumagalli graduated in Economics and Commerce with a first (110/110) from Milan’s Università Cattolica del Sacro Cuore. After several years in the Accounting and Finance departments of multinational corporations, from 1993 to 2002, he was a manager of the Italian Securities and Exchange Commission (Consob) in charge of listed companies’ filings supervision. From 2002 to 2015, he worked at Centrobanca S.p.A. as Head of Capital Markets. Since 1993, Mr. Fumagalli has been a member of the Institute of Chartered Accountants and in 1995, joined the Register of Legal Auditors. He has lectured on Financial Market Techniques at Carlo Cattaneo LIUC University in Castellanza since 2003. Mr. Fumagalli has been Chairman of the Board of Statutory Auditors April 2015.
Patrizia Arienti – Primary Auditor
Patrizia Arienti graduated in Economics and Commerce from Milan’s Università Cattolica del Sacro Cuore. She began her professional career as an auditor in 1985 at Deloitte & Touche S.p.A., where she worked in several listed companies and multinationals. She became partner in 1995. In 2009, she became a member of the Executive Committee and Director in charge of auditing services for Lombardy. Since September 2011, she has been a member of the Board of Directors of Deloitte & Touche S.p.A.. In October 2013, Ms. Arienti was nominated Italian and EMEA Fashion & Luxury Leader for the Deloitte Touche Tohmatsu network. She joined the Institute of Chartered Accountants in 1988 and the Register of Auditors in 1995. Ms. Arienti has been a Primary Statutory Auditor since April 2012.
Giovanni Naccarato – Primary Auditor
Giovanni Naccarato graduated in Economics from Rome’s Sapienza University. Since 1998, he has collaborated with Enrico Laghi, Professor of Business Administration at Sapienza University, consulting on: valuation models and business plans; management of merger and acquisition processes; value estimates of companies; company branches and intangible assets; fairness-opinions on economic valuation; share exchange values; purchase/sale price of companies and intangible assets; advice on aspects related to company and consolidated balance sheets. He has been a member of the Institute of Chartered Accountants since 1996, a member of the Register of Auditors since 1999 and Consultant for the Court of Rome since 2005. Mr. Naccarato has been Primary Statutory Auditor since April 2015.
Nicoletta Maria Colombo – Alternate Auditor
Nicoletta Maria Colombo graduated in Business Administration from Milan’s Luigi Bocconi University. Ms. Colombo has been a member of the Institute of Chartered Accountants since 1993 and a member of the Register of Auditors since 1999. In 1992, she began her professional career at Studio Dovera in Milan. From 1999 to 2001, she was a Partner at Tonolo & Partners in Milan and between 2001 and 2004 was a Director at Professionisti Associati, linked to the Deloitte Touche Tohmatsu international network. Since 2004, she has been a Partner at TCFCT – Studio Associato Consulenza Societaria e Tributaria in Milan, focusing primarily on Corporate and Tax Consultancy. Ms. Colombo has been an Alternate Statutory Auditor since April 2015.
Andrea Bonechi – Alternate Auditor
Andrea Bonechi graduated in Business Administration from Florence’s University. In 1994, he began his professional career and since 2002 he has been a Partner at Studio Michelotti, Bonechi e Associati. In 2011, this firm became an associate of ACB GROUP S.p.A, an integrated firm of Professional Chartered Accountants and Lawyers. Since 1995, Mr. Bonechi has been an assistant lecturer in Commercial Law, as well as for postgraduate courses in Sport Law and Economics and Management of Cooperative Companies. From 2008 to 2012, he was elected as a Council Member of the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili and from 2012 to 2014, of the Board of the United Committee of Professions. Mr. Bonechi has been a Primary Statutory Auditor since April 2015.
Appointment and Activities of Board of Statutory Auditors
Appointment of Board of Statutory Auditors
The appointment and replacement of Statutory Auditors is governed by the legislation and regulations in force and by Art. 26 of the Issuer’s bylaws.
The Board of Statutory Auditors is made up of three Primary Statutory Auditors and two Alternate Statutory Auditors, respecting the balance between genders pursuant to Art. 148 paragraph 1-bis of the TUF, as introduced by law 120 of 12 July 2011.
The Statutory Auditors’ term of office is three years, expiring on the date of the Shareholders’ Meeting called to approve the accounts of the last year of their tenure. They may be re-elected. Their remuneration is determined by the Shareholders’ Meeting upon their appointment for the entire duration of their term.
The current Board of Statutory Auditors comprises three Standing Auditors and two Alternate Auditors, appointed by the Ordinary Shareholders’ Meeting held on 30 April 2015.
The Board of Statutory Auditors will remain in office until the Shareholders’ Meeting convened to approve the financial statements for the year ending 31 December 2017.
Statutory Auditors must meet the requirements established by law and other applicable provisions. As regards the requirements of professionalism, the subjects and sectors of activity strictly linked to those of the Company are those of commerce, fashion and IT, as well as those regarding private law and administrative disciplines, economic disciplines and those relating to company auditing and organization. Members of the Board of Statutory Auditors are subject to the limits on the number of management and supervisory positions held concurrently as established by Consob regulations.
The Board of Statutory Auditors is appointed by the Shareholders’ Meeting on the basis of lists submitted by the Shareholders, according to the procedures set out in the following paragraphs, unless otherwise specified in mandatory laws or regulations.
Minority Shareholders – who have no material direct or indirect connection within the meaning of Art. 148, paragraph 2, of the TUF, and related regulations – may appoint one Primary Auditor, who will act as Chairman of the Board of Statutory Auditors, and one Alternate Auditor. Minority Auditors are elected at the same time as other members of management bodies, except when they are replaced, a situation governed as set out below.
Shareholders may submit a list for the appointment of the Board of Statutory Auditors if, at the time of submission, they hold a shareholding, individually or together with other submitting Shareholders, at least equal to that determined by Consob pursuant to Art. 147-ter, paragraph 1, of the TUF and in compliance with the Consob Regulations approved by resolution 11971 of May 14, 1999, as amended.
The lists are deposited at the Company headquarters according to the terms and procedures set by the applicable laws and regulations, at least 25 (twenty five) days before the date of the Shareholders’ Meeting called to appoint the Statutory Auditors. 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.
Each consists of two sections: one for the appointment of Primary Auditors and one for the appointment of Alternate Auditors. In each section candidates are listed in numerical sequential order.
Lists that contain three or more candidates shall include candidates of both genders, so that at least one-third (rounded up to the nearest whole number) of candidates for Primary Auditor is from the less-represented gender and at least one-third (rounded up to the nearest whole number) of candidates for Alternate Auditor belongs to the less-represented gender.
Furthermore, the lists contain, also in annexes:
(i) information on the identity of the Shareholders presenting the lists, and their total percentage shareholding; ownership of the total shareholding is certified, also after submission of the lists, according to the terms and procedures established by the laws and regulations currently in force;
(ii) a declaration by Shareholders other than those who hold, individually or jointly, a relative majority shareholding, certifying the absence of relationships pursuant to Art. 144-quinquies of the Consob Regulations;
(iii) detailed information on the personal and professional characteristics of the candidates, as well as a declaration from these candidates certifying that they meet the requirements established by law and accept the candidacy, along with a list of management and control positions held in other companies;
(iv) any other declaration, information and/or document provided for by law and by the applicable regulations.
Lists submitted that do not comply with the above provisions are considered ineligible.
If by the deadline for the submission of lists, only one list has been submitted or there are only lists submitted by Shareholders acting in concert pursuant to the applicable provisions, further lists may be deposited up to the third day after this deadline. In this event, the abovementioned thresholds required to submit a list are halved.
Shareholders belonging to a shareholders’ agreement as defined by Art. 122 of the TUF, as well as Parties Related to said Shareholders, may neither present nor vote for, more than one list, nor vote for different list, directly or through a third party or a fiduciary company. A candidate may stand on a single list only, or shall be deemed ineligible. Memberships and votes cast in breach of this prohibition shall not be attributed to any list.
Statutory Auditors are elected as follows:
(i) from the list obtaining the greatest number of votes (“Majority List”), are taken, according to the order of presentation, two Primary Auditors and one Alternate Auditor;
(ii) from the list obtaining the second greatest number of votes and which is not linked, even indirectly, to the Shareholders that submitted or voted for the majority list pursuant to the applicable provisions (“Minority List“) are taken, according to the order of presentation, one Primary Auditor, who will chair the Board of Statutory Auditors (“Minority Auditor“) and one Alternate Auditor (“Minority Alternate Auditor“).
If the composition of the resulting body or category of Alternate Statutory Auditors does not allow a balance of genders, taking account of their order listed in the relevant section, the last elected in the Majority List of the most represented gender expire by the number needed to ensure compliance with the requirement, and shall be replaced by the first unelected candidates on the list and same section of the less represented gender. Shall an insufficient number of candidates of the less represented gender within the relevant section of the Majority List be available in sufficient number to enact the replacement, the Shareholders’ Meeting must elect the missing Primary or Alternate Statutory Auditors or integrate the body with the statutory majority, ensuring the fulfillment of the requirement.
If two lists receive the same number of votes, preference shall be given to the list submitted by Shareholders with the greatest shareholding at the time the lists are submitted, or alternatively, that submitted by the greatest number of shareholders, always respecting the balance between genders in bodies of listed companies pursuant to Law 120 of 12 July 2011.
If only one list is presented, the Shareholders’ Meeting shall vote on it, and if it obtains the relative majority of votes, without taking abstentions into account, all the candidates for the positions of Primary and Alternate Statutory Auditor on the list shall be elected in accordance with the regulations pertaining to the gender balance in the bodies of listed companies pursuant to Law 120 of 12 July 2011. In this case, the Chairman of the Board of Statutory Auditors shall be the first candidate for Primary Auditor.
If no lists are presented, the board of Statutory Auditors and the Chairman are appointed by the Shareholders’ Meeting through simple majority voting prescribed by law, in accordance with the regulations pertaining to the gender balance in the bodies of listed companies pursuant to Law 120 of 12 July 2011.
If the Majority Auditor leaves his position for whatever reason, he shall be replaced by the Alternate Auditor taken from the Majority List.
If the Minority Auditor leaves his position for whatever reason, he shall be replaced by the Minority Alternate Auditor.
Pursuant to Art. 2401, paragraph 1 of the Civil Code, the Shareholders’ Meeting appoints and replaces auditors, in compliance with the principle of mandatory minority shareholder representation and in accordance with the regulations pertaining to the gender balance in the bodies of listed companies pursuant to Law 120 of 12 July 2011.
Activities of Board of Statutory Auditors
Pursuant to Art. 27 of the bylaws, the Board of Statutory Auditors must perform the duties attributed to it by law or under other applicable regulatory provisions. Throughout the time for which the Company’s shares are traded on a regulated Italian market, the Board of Statutory Auditors must also exercise all other duties and powers prescribed under special laws. The Directors must report to the Statutory Board of Auditors every quarter, pursuant to Art 150 of the Consolidated Finance Act (Testo Unico della Finanza – TUF) on the duty to inform the Board of Statutory Auditors.
Pursuant to Legislative Decree 39/2010 (“Implementation of Directive 2006/43/EC on statutory audits of annual accounts and consolidated accounts, amending Council Directives 78/660/EEC and 83/349/EEC, and repealing Directive 84/253/EEC”), the Board of Auditors is responsible for carrying out the duties of an Internal Audit Committee and, in particular, the duties of monitoring the:
(i) financial information process;
(ii) effectiveness of the internal control, internal audit, if applicable, and risk management systems;
(iii)statutory audit of the annual and consolidated financial statements;
(iv) the independence of the external auditing firm, especially as regards the provision of non-auditing services to the entity for which it carries out the statutory audit.
Meetings of the Board of Statutory Auditors may also be held through the use of teleconferencing and/or video conferencing systems, provided that:
(i) the Chairman and the person taking the minutes are present in the place in which the meeting is convened;
(ii) all participants can be identified and can follow the discussion, receive, send and view documents and contribute verbally, in real time, to all matters on the agenda. Once these requirements have been met, the Board of Statutory Auditors’ meeting is deemed to have taken place at the location of the Chairman and the person taking the minutes.
The Issuer has not established any specific obligation in the event that an auditor, acting on his/her own behalf or for third parties, has an interest in a particular transaction undertaken by the Company; this is because auditors have an ethical duty to inform the other auditors concerned and the Chairman of the Board of Directors in the event of any such interest.