The decision-making process guarantees that the Group will have
full knowledge of the risks related to the corporate activities
An environment of structured control, organization and clear rules, documented decisions, and properly registered corporate events, are items which provide a guarantee to YOOX NET-A-PORTER GROUP stakeholders.
The internal control and risk management system is the set of rules, procedures and organizational structures which are aimed at allowing, through a suitable process of identification, measurement, management and monitoring of primary risks, the company to be run soundly, correctly and consistently with the previously established objectives. An effective internal control and risk management system helps guarantee:
- the safeguarding of corporate assets;
- the efficiency and effectiveness of corporate operations;
- the reliability of financial information;
- compliance with laws and regulations.
The following are an active part of the Internal Control and Risk Management System:
- the Board of Directors ;
- the Manager in Charge of the Internal Control and Risk Management System;
- the Control and Risks Committee;
- the Board of Statutory Auditors;
- the Audit Firm;
- the Director responsible for drafting accounting documents;
- the Supervisor of the Internal Audit Division;
- the Supervisory Body.
YOOX NET-A-PORTER GROUP internal control and risk management system includes, among other elements, structured models of risk governance, which are regularly managed and audited by specialized professionals both within and outside of the company:
- “Strategic Risk Management” model – preliminary analyses of risks and mitigating actions relating to the qualified initiatives which are strategically significant within the corporate strategy plan, quantifying the impact of potential negative events on the Group’s accounts;
- Model pursuant to Law 262/05 (Law on the Protection of Savings) – with regard to the organization, formalization and verification of the adequacy and functioning of administrative-accounting procedures underlying the preparation of the Group’s corporate information;
- Model on Organization, Management and Control pursuant to Legislative Decree 231/01 – in reference to the administrative liability of legal entities;
- Unique System for Occupational Health and Safety Management and Environmental Management – in conformity with standards BS OHSAS 18001:2007 and UNI EN ISO 14001:2004, which are periodically certified by authorized third parties;
- Information Security Management System – based on international standard ISO/IEC 27001, with the aim of intercepting and managing the risks related to confidentiality, integrity and availability of corporate information (Customers, Employees and Associates, Partners, Providers.) The System includes elements of personal data protection (Legislative Decree 196/2003 as amended).
Specific flows of communication are active towards the Board of Directors, Top Management and the Bodies with control and supervisory duties, in order to indicate in a timely manner any situations of risk revealed, as well as with regard to the outcome of assessments and checks performed by the responsible corporate structures.
Board of Directors
The current Board of Directors will remain in office until approval of the financial statements for the year ended 31 December 2020
Federico Marchetti – CHAIRMAN AND CEO
Federico Marchetti holds a degree in economics from Bocconi University in Milan and an M.B.A. from Columbia University. In 1999, he invented YOOX – the perfect venture to unite his business vision with his eye for fashion and design. Federico has a knack for anticipating the market and trends, making him an innovator. He believed in the power of the web for the luxury industry in 1999, even though fashion insiders and consumers alike were still quite sceptical.
Federico spotted the enormous potential of mobile commerce back in 2006 and created a task force internally to harness this new sector. Today, mobile sales account for almost half of the Group’s 2016 revenue of $2 billion.
In October 2015, Federico drove the game-changing merger between YOOX Group and The NET-A-PORTER Group giving birth to YOOX NET-A-PORTER GROUP (YNAP) – the world leading online luxury fashion retailer, with Federico at the helm.
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.
Uniquely positioned in the high growth online luxury sector, YOOX NET-A-PORTER GROUP has an unrivalled client base of more than 3 million high-spending customers from 180 countries around the world and more than 4 thousand employees.
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
Cedric Bossert is a graduate of the l’Université de Laueanne – Faculté de Droit and of the l’Université Paris II – Institut des Hautes Etudes Internationales. He also holds a Master degree in Comparative Law (MCL) from the George Washington University – Law School and he is admitted to the Bar in Geneva and in New York. He worked as an attorney in Eisenberg & Solomon in New York and then in Etienne Blum Stehle & Manfrini in Geneva between 1984 and 1988 before joining BPM International Holding in 1989. In 1994 he joined Cartier as Senior Legal Counsel and then Richemont. Within Richemont, he was appointed Deputy General Counsel in 2011 and then held the position of General Counsel and, from 2016, Group General Counsel. He was appointed as member of Richemont Group Management Committee in 2015. Mr. Bossert has been a member of the Board of Directors since April 2017.”
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.
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.
Control and Risk Committee
The current Committee was formed by resolution of the Board of Directors of 20 April 2018. It comprises the following 3 non-executive Directors, all of whom are independent:
Name and surname
Independent, non-executive director and Chairman
Independent, non-executive Director
Independent, non-executive Director
Functions attributed to the Control and Risk Committee
The Control and Risk Committee has a consultative role and makes proposals to the Board of Directors. Specifically, the Committee:
- in conjunction with the Director responsible for preparing the Company’s financial statements, and after consulting the external auditor and the Board of Auditors, evaluates the correct use of the accounting standards and their uniformity for the purposes of preparing the Consolidated Financial Statements;
- expresses opinions on specific aspects relating to identification of the Company’s main risks;
- examines periodic reports on assessments of the control and risk management system and other matters of particular importance, prepared by the Internal Audit department;
- monitors the independence, adequacy, effectiveness and efficiency of the Internal Audit department;
- may ask Internal Audit to carry out checks on specific operational areas, notifying the Chairman of the Board of Auditors at the same time;
- reports to the Board of Directors, at least every six months, at the time of the approval of the annual and interim financial statements, on the activities carried out and the adequacy of the control and risk management system;
The Control and Risk Committee must carry out its duties in conjunction with the Board of Auditors, the Director in Charge and the Internal Audit Manager.
The meetings of the Control and Risk Committee are duly minuted.
In performing its functions, the Remuneration Committee has access to the information and Company departments necessary to fulfil its duties, and may also use external consultants, within the terms established by the Board.
The current Committee was formed by resolution of the Board of Directors of 20 April 2018.It comprises the following 3 non-executive Directors, two of whom are independent:
Name and surname
Independent, non-executive Director and Chairman
Independent, non-executive Director
Functions attributed to the Compensation Committee
The Compensation Committee has a consultative and advisory role; its main duty is to submit proposals to the Board of Directors on compensation policies, including any stock option plans or stock allocation plans, relating to the Chief Executive Officer and managers with specific roles. In addition, on the recommendation of the Chief Executive Officer, it determines the criteria for the compensation of the Company’s managers with strategic responsibilities.
The establishment of this committee ensures the full and transparent disclosure of the Chief Executive Officer’s compensation, and the procedures by which this is determined. It is however understood that, in accordance with article 2389, paragraph 3 of the Civil Code, the Compensation Committee has a purely consultative role, while the Board of Directors, after consultation with the Board of Statutory Auditors, is responsible for determining the compensation of Directors with specific roles.
The Compensation Committee is responsible for the duties set out in article 6 of the Corporate Governance Code. Specifically:
- it periodically assesses the adequacy, overall consistency and practical application of the policy for the compensation of Directors with strategic responsibilities, based on the information provided by chief executive officers, and formulates proposals in relation thereto to the Board of Directors;
- it submits proposals or expresses opinions to the Board of Directors on the compensation of Executive Directors and other Directors with specific roles, and sets performance objectives associated with the variable component of their compensation; it also monitors the application of the decisions adopted by the Board, checking in particular that the performance objectives are actually achieved.
The Compensation Committee is also assigned duties in relation to the management of any incentive-based plans approved by the Company’s management bodies.
The meetings of the Compensation Committee are duly minuted.
In performing its functions, the Compensation Committee has access to the information and Company departments necessary to fulfil its duties, and may also use external consultants, within the terms established by the Board.
The current Appointment Committee was formed by resolution of the Board of Directors of 20 April 2018. It comprises the following 3 non-executive Directors, two of whom are independent:
Name and surname
Independent, non-executive director and Chairman
Independent, non-executive Director
Functions attributed to the Nomination Committee
The Nomination Committee recommends that Directors are appointed following procedures that ensure transparency and a balanced composition of the Board of Directors, ensuring, in particular the presence of a sufficient number of Independent Directors.
The Nomination Committee is assigned the following functions:
- to provide advice to the Board of Directors regarding its size and composition, recommendations of professionals whose presence on the Board is deemed appropriate, and opinions on issues set out in articles 1.C.3 and 1.C.4 of the Corporate Governance Code;
- to propose director-candidates to the Board of Directors in the event that a list is to be submitted by the Board of Directors;
- propose director-candidates to the Board of Directors in the event that an Independent Director needs to be replaced and it is intended to co-opt a new Director onto the Board.
The meetings of the Nomination Committee are duly minuted.
In performing its functions, the Nomination Committee has access to the information and Company departments necessary to fulfil its duties, and may also use external consultants, within the terms established by the Board.
Related Parties Committee
The current Related Parties Committee was formed by resolution of the Board of Directors of 20 april 2018. It comprises the following 3 non-executive Directors, all of whom are independent:
Name and surname
Independent, non-executive director and Chairman
Independent, non-executive Director
Independent, non-executive Director
Functions attributed to the Related Parties Committee
The Related Parties Committee is responsible for undertaking all the activities required by the Procedure on related parties transactions. This procedure was approved by the Board of Directors to implement the “Related Parties Transactions” Regulation adopted by Consob by resolution 17221 of 12 March 2010 (amended by subsequent resolution 17389 of 23 June 2010). Specifically, the Related Parties Committee is responsible for issuing non-binding reasoned opinions on the Company’s interests in carrying out transactions with related parties and on the substantive propriety and correctness of the related conditions prior to the approval and/or execution of such transactions.
The meetings of the Related Parties Committee are duly minuted.
Board of Statutory Auditors
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.
GIUSEPPE CERATI – CHAIRMAN
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.
MYRIAM AMATO – ALTERNATE AUDITOR
SALVATORE TARSIA – ALTERNATE AUDITOR
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.
The audit firm is the party in charge of the legal auditing of the accounts
The activity of legal auditing is entrusted to KPMG S.p.A., with registered offices located in Milan, at via Vittor Pisani n. 25.
The engagement was granted to this company via resolution of the Board of Statutory Auditors, for the 2009-2017 fiscal years.