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

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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
11. Statutory Audit Committee The Statutory Auditors check the legality of the Company’s deeds and procedures by monitoring: • compliance with laws and the By-laws; • observance of sound business standards; • the adequacy of the Company’s organisational structure in connection with the ICS and the administrative-accounting system and the reliability of the latter in accurately representing business events; • implementation of corporate governance rules in accordance with the codes of conduct promulgated by financial market operators or professional bodies which the Company has publicly adopted; • the adequacy of the instructions imparted by the Company to Group companies pursuant to art. 114, clause 2, TUIF. Further, following the coming into force of Italian legislation in application of the European directive on Independent auditors, the Statutory Auditors act as an “Internal Control and Statutory Auditing Committee” which oversees: • the financial <strong>report</strong>ing process; • the effectiveness of the internal control, internal audit and risk management systems; • the Independent auditors of the separate and consolidated financial statements; • the independence of the Independent auditors, with special regard to any non-auditing services. In accordance with the RPT Regulation, the Statutory Audit Committee monitors the conformity of the procedures adopted to the principles laid down in the Regulation and their application and <strong>report</strong>s thereon to the Shareholders’ Meeting pursuant to art. 2429, clause 2, c.c., or art. 153, TUIF. The Statutory Audit Committee does not have legal auditing functions 46 . The By-laws (art. 22) require the Committee to be formed by three standing auditors and two alternate auditors and that appointments be made on the basis of lists submitted by shareholders representing at least 2% 47 of the shares with voting rights in ordinary Meetings. Under the Investor Protection Law, the chairman of the Statutory Audit Committee is appointed from a minority list. A shareholder that presents a list, on his/her own account or with others, must file with the registered office upon presentation of such list a certificate issued by authorized brokers proving entitlement to exercise rights and a declaration stating under his/her own responsibility that there is no connection with other lists presented, in accordance with the provisions of the applicable law. Motions to Shareholders’ Meetings proposing candidates for the post of Statutory Auditor must be lodged at Company headquarters at least twenty-five days before the date of the Meeting (1 st call) 48 . The choice of candidates must take into account the criteria established in current law and the Company’s By-laws. Nomination proposals must be accompanied by detailed information on candidates’ personal and professional profiles and by statements by the candidates that they accept candidacy, that there are no causes of ineligibility or incompatibility and that they possess the requisites for holding the post prescribed by law and the Company’s By-laws. The Shareholders’ Meeting on 30/4/2008 appointed the following Statutory Auditors to hold office till the Shareholders’ Meeting to approve the separate financial statements closing 31/12/2010: • Angelo Casò Chairman, Statutory Audit Committee • Andrea Amaduzzi Standing auditor • Luigi Biscozzi Standing auditor • Francesco Nobili Alternate auditor • Serenella Rossano Alternate auditor Angelo Casò was nominated from a minority list put forward by Fines S.p.A. and Luigi Biscozzi and Andrea Amaduzzi were appointed from the list submitted by Fineldo S.p.A. 46. The law requires this to be done by a Consob authorised Independent auditors designated by the shareholders (see section 14). 47. Or any lower percentage subsequently required by law. This percentage was fixed by Consob in Resolution 17633, 26/1/2011, on minimum shareholdings for submitting lists of candidates for the election of management and control posts whose financial year closed on 31/12/2010. 48. See note 15. 28 Report on corporate governance and ownership at 22 March 2011 on 2010
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Annual report on corporate governance and the ownership ... - Indesit

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