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

4. Plans for 2011
The Company will now be engaged in the following corporate governance activities:
• adjustment to the new regulations on disclosure of top management emoluments in light of art. 123-ter,
TUIF, introduced by Legislative decree 259/2010;
• new foreign legislation on corporate liability;
• eventual review, if any of procedures for adjusting to the DSHR in view of successive regulatory
developments.
There have been no significant changes to the Group’s governance system since the end of 2010.
5. Company organisation, management systems and
chain of responsibility
The Company’s management and control model is “ordinary” (as required by the Italian civil code), ie. based
on a board of directors, a Statutory Audit Committee and a Independent auditors. These bodies are elected
by the shareholders and hold office for three-year periods (except for the Independent auditors which are
retained for nine-years).
The substantial number of independent directors and the key roles they play both on the Board and in its
committees (described hereunder) ensure effective reconciliation of interests across all the shareholders and
other stakeholders, as well as a wide base for board room discussion.
The Board has set up four committees, the HRRC and the ICC, with roles and functions as per the Code,
and the RPT Committee and the SDC, whose roles and functions are described in the second part of the
Report.
Report on corporate governance and ownership at 22 March 2011 on 2010 13