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

In 2010 and January 2011 26 , the HRRC carried out its annual assessment of the adequacy of the
organisational structure and of the management succession plans within the framework of the Human
Resources Review. The latter is an annual activity involving the Chairman, CEO and the Group’s top
management and focussing on management development and turnover plans and review of the adequacy of
human resources to pursue the Group’s current and future objectives.
To properly align the executive directors’ remuneration with the medium-long term interests of the
shareholders and the objectives set by the Board, the HRRC always accompanies its proposals for
performance-linked remuneration with comments on the related objectives and evaluation criteria.
The HRRC is allocated an annual budget for the carrying out of its activities and engages consultants to
provide information on market standards for remuneration systems. The HRRC may invite Group executives,
operating area managers and executive directors to its meetings when deemed necessary in connection
with the items on its agenda.
The HRRC has a set of internal rules, requiring, among other things, quarterly meetings (at least) and the
drawing up of minutes of meetings.
Whenever the HRRC has to resolve matters concerning the remuneration of the executive directors, it holds
a meeting restricted to the independent directors and the chairman of the Statutory Auditors, as required
since 29/4/2010 under the new text of art. 7 of the Code, and thus carries out the functions ascribed to it by
the Code for the Remuneration Committee. In this format, the RC has the task of expressing the opinions on
remuneration provided for in the RPT Procedure (see section 8 hereunder).
5. Appointment of directors and remuneration of directors
and top management
5.1 Appointment and remuneration of directors
In compliance with the Investor Protection Law, the Shareholders’ Meeting wrote into the By-laws (art. 14)
a provision for list voting of directors and the obligatory filing of lists fifteens days before the date of the
Meeting. Said term was subsequently lengthened to twenty-five days before the Meeting in line with the
SHRD 27 .
The Company does not have an Appointments Committee because the shareholders have never had any
difficulty in producing lists of candidates independently. Also regarding lists submitted for appointments to
the Board for the 2010-2012 three-year period, prior selection of candidates by the majority shareholder and
minority shareholder ensured that candidates had the requisites of expertise and professionalism for the
post and resulted in a composition of the Board in line with the indications of the 2009 Board review.
If the Meeting authorises a departure from the prohibition against competition in art. 2390, c.c., the Board
looks at the merits of each potential problem and signals any critical points at the next useful Meeting.
Under the By-laws regarding remuneration, directors are not only entitled to reimbursement of their
expenses but also to documented fees pursuant to art. 2389, c.c.
Directors’ remuneration is high enough to attract and motivate people with the qualities and capabilities
needed to run the Company successfully. The remuneration of non-executive directors is geared specifically
to the work each of them does, including participation in committees, and is in no way tied to the financial
results of the Company or the Group. On 29/4/2010, the Board determined the division of the overall
emoluments of its members, since the Shareholders’ Meeting, on appointing the Board, had only indicated
the amount due to the entire Board.
26. In 1 st quarter 2011, the HRRC was also engaged in the following activities: i) assessment of the Group’s performance in 2010 and
of attainment of the corporate objectives in the 2010 MBO and ii) definition of the incentive scale for executive directors’ and top
management’s MBO for 2010.
27. See note 15 above.
20 Report on corporate governance and ownership at 22 March 2011 on 2010