Annual Report 2012 - Indesit

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Report on operations at 31 December 2012 Corporate governance and ownership structure The Corporate Governance structure adopted by Indesit Company S.p.A. is essentially consistent with the principles established in the Code of Conduct for Listed Companies (the Code) and with international best practice. On 21 March 2013, the Board of Directors approved the 2012 Annual report on corporate governance and the ownership structure, prepared pursuant to art. 123-bis of the consolidated law on financial intermediation (TUIF). This report is published on the Company’s website in the “Company” section, sub-section “Governance” 14 . Reference is made to this report for the disclosures required by law. Indesit Company S.p.A. has adopted the ordinary model of administration and control (envisaged under Italian law), with the presence of a Shareholders’ Meeting, a Board of Directors, a Board of Statutory Auditors and Independent Auditors. The company bodies are appointed at the Shareholders’ Meeting and remain in office for a period of three years. The significant presence of Independent Directors, as defined in the Code, and the important role they play on both the Board and Board Committees (Human Resources Committee, Internal Audit Committee, Strategic Development Committee and Related-party transactions Committee), ensures that the interests of all shareholders are appropriately balanced and guarantees a high level of discussion at the Board of Directors meetings. During the meetings held in February 2012, the Board of Directors acted on a recommendation of the Remuneration Committee and approved a Remuneration Policy. This was consistent with the provisions of the Code and the regulations issued by Consob. Pursuant to current legislation, the Remuneration Policy is the first section in the Remuneration Report and will be presented for examination at the Shareholders’ Meeting called to approve the 2012 Annual Report. In addition, with support from the relevant committees, the Board of Directors analyzed the principles and criteria that were revised or updated in the latest edition of the Code, having regard for the way they are implemented by the Group. 14. At the address www.indesitcompany.com/inst/en/vision/corporate_governance/cGHome.action. 20
Report on operations at 31 December 2012 Intercompany and related party transactions, and significant, non-recurring, atypical or unusual transactions Transactions between Group companies are settled on an arms’ length basis, having regard for the quality of the goods and services provided. Note 12 to the consolidated financial statements describes the nature of the principal transactions arranged by the Parent and other Group companies with related parties. This note also contains the detailed information required by Consob regulations and IAS 24. In accordance with Consob regulations 15 , Attachments 3 and 4 to the consolidated financial statements and Attachments 2 and 3 to the separate financial statements present both the income statement with separate indication of non-recurring items and transactions with related parties, together with the related percentage incidence, and the statement of financial position with separate indication of transactions with related parties and the related percentage incidence. The Group’s intercompany transfer prices are determined using the cost-plus method, which envisages the application of a mark up on production cost. The fairness of such transfer prices is checked by applying the Transactional Net Margin Method (TNMM), as required by the regulations, normal practice in Italy and the OECD Guidelines (or Directives). Transactions with related parties are not significant to the financial position of the Group. There were no atypical or unusual transactions during 2012. Further information on the procedures adopted by the Group with regard to significant and related party transactions can be found in the 2012 Annual Report on corporate governance and the ownership structure, prepared pursuant to art. 123-bis of the TUIF and approved on 21 March 2013. Information on the investments held by directors, statutory auditors, general managers and executives with strategic responsibilities, and on the remuneration paid to directors, statutory auditors, general managers and executives with strategic responsibilities, is presented in the Remuneration Report. 15. Consob Decision 15519 dated 27 July 2006 and Consob Communication DEM/6064293 dated 28 July 2006. 21
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