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

Financial communication procedures are based on constant contacts with financial analysts, institutional
investors and shareholders in order to guarantee full and correct perception of strategic decision making
and the implementation and impact on business results of such developments.
In 2010, IndesitCo dedicated numerous working days to meetings with analysts and institutional investors,
the main ones being:
• four conference calls, on the occasion of the announcement of interim results;
• roadshows addressing financial markets in Milan, London, Paris, Lugano and Madrid;
• 50 one-to-one conference calls and 130 group meetings.
The Company also took part in six European conferences organized by Italian and foreign brokers (London,
Milan, Pesaro and Stockholm).
In 2005, IndesitCo introduced “black out periods”. In the seven business days prior to approval (and
subsequent disclosure to the market) of financial statements, the Company does not authorize any director,
executive or employee of the Group to make public any data, news or forecasts concerning the Company’s
economic or financial performance or its reference market. The start and end dates of each black-out period
are posted on the website.
It is standard practice at Shareholders’ Meetings to approve the Group parent company’s financial
statements, for the CEO to <strong>report</strong> on activities carried out, while the Chairman illustrates the Group’s values
and prospects from the point of view of the shareholders.
10.2 Website
The Company has also seen fit to enhance dialogue with shareholders by suitably upgrading its website
(www.indesitcompany.com), which contains financial information (financial statements, interim and quarterly
financial <strong>report</strong>s, presentations for analysts, trends in the Company’s share prices, a list of coverage
of Company stock by financial analysts) and other data and documents of interest to shareholders 42 .
Documentation remains on the site for at least two years.
10.3 Shareholders’ Meetings and rules 43
Entitlement to participate in Shareholders’ Meetings and exercise voting rights is certified by a notice to the
Company issued by a broker, on the basis of its accounting records, in favour of the subject entitled to vote
by the seventh trading day prior to the date of the Meeting (record date). Said notices must be delivered to
the Company in the manner indicated in the Notice of Meeting 44 .
Regarding art. 11 of the Code, the By-laws do not provide for voting by correspondence or electronically in
that this is not deemed useful given the Company’s ownership structure.
Since 2001, the Company has had rules ensuring smooth and efficient conduct of their Shareholders’
Meetings and guaranteeing the right of all shareholders to intervene on the matters on the agenda. These
rules were approved by a Shareholders’ Meeting and do not constitute an appendix to the By-laws.
The Board put before the Shareholders’ Meeting called to approve the Financial Statements a number of
modifications to the rules, mainly to bring them into line with the SHRD 45 .
42. Such as, among others, the By-laws, rules for Shareholders’ Meetings, company officers, management committees, corporate
governance information, governance procedures, the Code of Conduct and the Sustainability Report.
43. The rules are also posted on the Website for the public.
44. Introduced by the SHRD.
45. The proposed modifications are detailed in the Report on the items on the agenda of the Shareholders’ Meeting published within
the terms and in the manner required by the law.
Report on corporate governance and ownership at 22 March 2011 on 2010 27