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

The CVs of the standing auditors are attached to the Report under Annex 4, while the structure of the
Statutory Audit Committee is described in Annex 5.
The Board believes that Statutory Auditors, as well as having all the legal and statutory requisites in terms
of professional and moral standing and independence must also qualify as independent under the terms of
the definition in the Code as applicable to directors. Following ascertainment in the Board meetings dated
25/3/2010 and 22/3/2011 (based on personal declarations endorsed by the Statutory Auditors), all the
standing auditors possess said independence requisites.
To implement certain recommendations in the Code, the Board of Directors approved the art. 150, TUIF
Procedure in March 2003. The procedure, as well as assisting the committee in its control function by
enhancing the transparency of the Company’s management, provides that such notices also be sent to
directors so they may form a more detailed view of the Company’s business, as recommended by the Code
in endorsing the central role of the board of directors as a whole.
The Company has procedures in place that ensure the Statutory Auditors can do their duties effectively.
Given the complementary nature of matters dealt with and the subjects invited to <strong>report</strong> to it, meetings of
the Statutory Audit Committee in 2010 were held jointly with the ICC, as already stated, compatibly with
specific responsibilities and functions. Further, the Statutory Audit Committee meets at least once a year
with the OdV to discuss themes of common interest and receive the OdV’s <strong>report</strong> on its activities.
The RPT Procedure also applies to the standing auditors, as they are considered “executives with strategic
responsibilities” as defined by CONSOB.
Within the framework of the tasks attributed to it by the law, the Statutory Auditors judge the system of
ascertaining the independence of directors on the basis of self-certification to be valid. In 2010 too, in view
of the definition of “independent director”, they verified the evaluation criteria adopted by the Board and
found them adequate, consistent and well grounded.
As detailed in section 1.1 above, the Committee and its chairman in particular were involved in the Board’s
self-assessment process. In this connection, it was able to ascertain the substantial satisfaction expressed
by the directors as to the working of the Board.
The Committee met nine times in 2010.
12. Honorary Chairman
The Shareholders’ Meeting on 29/4/2010 modified the By-laws by introducing the possibility of appointing
an Honorary Chairman and then appointed Vittorio Merloni to such post. The Honorary Chairman holds
office for the same term as the Board and stands down, unless through earlier resignation, upon expiry of
the Board’s term of office. The Honorary Chairman may be re-elected.
The Honorary Chairman, where not a director, may take part in meetings of the Board and of the
shareholders and express non-binding opinions on the matters discussed by the Board and the
shareholders.
The only tasks the Board may assign the Honorary Chairman are those of representing the Company at
events other than those typical of routine business, and therefore of a cultural, scientific or charity nature.
As provided for in the By-laws, the Board fixed the Honorary Chairman’s remuneration.
Report on corporate governance and ownership at 22 March 2011 on 2010 29