Annual report on corporate governance and the ownership ... - Indesit

f) Restrictions on voting rights
None.
g) Agreements between shareholders, pursuant to art. 122 TUIF
None.
h) Change of control clauses
Within the sphere of normal business, the Company and its Subsidiaries are party to agreements with
suppliers and financial and commercial partners which, as is customary in international contracts, include
clauses entitling the parties to terminate or modify such agreements in the event of direct and/or indirect
changes in the control of one of the parties.
It should be noted, among other things, that:
• the US$330 million bond loan contracted in September 2004 on the American market by the subsidiary
Indesit Company Luxembourg S.A., secured by IndesitCo;
• the €350m multi-currency revolving loan agreed in July 2006 by a number of Group companies, secured
by IndesitCo; and
• the securitisation programme concluded in May 2010 by IndesitCo and the subsidiary Indesit Company
France S.a.s., involving an overall amount of asset backed securities placed with 3 party investors of
€100.4 million;
have clauses obliging the Company in the case of a change in the majority shareholder of IndesitCo or
its Subsidiaries to notify the counterparties, and entitling the latter to terminate or withdraw from the
agreements.
i) Directors’ indemnity in the event of resignation, dismissal not for just cause or termination of
relationship following a takeover bid
Given the fundamental link between the employment relationship (managerial) binding Marco Milani and
the Company and the offices of director and CEO that he holds, the Board decided, when renewing his
directorship for the 2010-2012 period, to adopt a proposal by the HRRC and enter a framework contract
with Milani under which the supplementary indemnity due to him pursuant to art. 19, clauses 15 and 16,
CCNLD, also applies in the case of resigning from his management employment relationship for a just
cause as allowed by law, ie. in cases of resignation within sixty days of the occurrence of one or more of the
following conditions excluding contingent incapacity to perform:
i) early revocation (or forfeiture not for just cause) of the office of director and/or CEO of the Company not
followed up within the subsequent 40 days of said revocation/forfeiture by conferral of the same posts
on the same conditions (remuneration, duration and range of powers);
ii) significant reduction of powers and authority currently invested in the CEO to an extent that substantially
affects such office and role, ie. should he be prevented from effectively exercising the powers and
authority invested in him.
In such cases, the supplementary indemnity is fixed in an amount no less than the maximum allowed by the
CCNLD at the time of agreeing the framework contract.
Said indemnity, together with severance indemnity and any indemnity in lieu of notice (provided for in the
CCNLD), shall be calculated by summing the following: fixed remuneration, equivalent value of benefits,
average of MBO amounts received over the last three-year period, and the average of amounts received
over the last three-year period, or in any shorter period in the case of maturity of rights to payment of cash
amounts, arising from participation in the L-TRI Plan.
The stipulated framework contract does not provide for, and therefore there are no:
• agreements concerning assignment or maintenance of non-cash benefits;
• stipulation of consultancy contracts for the period following discontinuation of the employment
relationship;
• no-competition commitments and relative remuneration;
• indemnity in the case of a take-over bid.
No type of indemnity is contemplated for the other directors.
10 Report on corporate governance and ownership at 22 March 2011 on 2010