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

PART TWO – IMPLEMENTATION
OF THE PROVISIONS OF THE CODE
1. Board of directors
1.1 Role and composition
The Board is the central body in the Company’s governance system, being responsible for defining the
strategic management policies of the Company and the Group and defining, applying and updating the rules
of corporate governance in observance of current legislation.
The Board:
• reviews and approves the Company’s and the Group’s strategic, industrial and financial plans (annual
budget, “MTP”, industrial plan) drawn up by the CEO;
• periodically checks the adequacy of the organisation 10 , administration and general accounting
structures of the Company and its strategic subsidiaries 11 , as put in place by the CEO, and with special
regard to the internal control system and management of conflict of interest;
• examines and approves operations defined as “significant” on the basis of the procedure disciplining
such operations, with special reference to situations in which one or more directors have interests on
their own account or on the account of 3 rd parties and complying with the RPT Procedure (on this point,
see the next section and section 8);
• supervises the conduct of business in general, with special reference to information from the executive
directors and the ICC, and carries out regular reviews of actual against programmed results;
• reviews and approves the Company’s corporate governance system and the Group’s ownership
structure;
• is responsible for the ICS; it defines its guidelines so that the main business risks facing the Company
and the Group are being properly identified, measured, monitored and managed; it establishes criteria
for assessing the compatibility of such risks with sound business management and periodically checks
that the ICS is operating adequately and effectively;
• makes an assessment of the Board itself and its committees, at least once a year, in terms of
size, composition and functioning and if necessary suggests a need to include given categories of
professional on the Board;
• confers and revokes powers assigned to executive directors and defines the limits, procedures and
frequency (usually at least quarterly) with which such directors must <strong>report</strong> to the Board on activities
carried out in exercising the powers conferred on them;
• fixes the remuneration of executive directors and those of them with special tasks, as per art. 2389,
clause 2, c.c., the division of the total amount of remuneration amongst the individual members of the
Board and incentive and retention plans for the Group’s top management, as proposed by the HRRC
and having consulted the statutory auditors;
• in view of the Investor Protection Law, makes sure that the DP has suitable powers and resources for
carrying out the tasks assigned to him under the provisions of the TUIF and that administrative and
accounting procedures are being properly implemented.
10. The organisational structure is also assessed in relation to the results of the annual Human Resources Review by the HRRC, on
which its chairman <strong>report</strong>s to the Board. Regarding 2011, the assessment was carried out by the HRRC on 21/1/2011 and the
HRRC chairman <strong>report</strong>ed to the Board on 11/2/2011.
11. Meeting on 22/3/2011 to assess the adequacy of the organisational, administrative and accounting structure, the Board identified
the following (direct or indirect) subsidiaries as “strategically relevant”: CJSC Indesit International, OOO Indesit Rus, Indesit
Company Polka Sp.zo.o. and Indesit Company UK Ltd.
14 Report on corporate governance and ownership at 22 March 2011 on 2010