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

• “L-TRI Plan”:
long-term incentive and retention plan for certain Group executives;
• “Manual”:
the “Accounting Standards Manual” adopted by the Group;
• “Model”:
IndesitCo’s organisation, management and control model, approved by the Board on 25/3/2010;
• “MTP”:
the Group’s medium-term strategic plans;
• “NIS”:
Network Information System operated by Borsa Italiana S.p.A.
• “Notices Procedure”:
procedure pursuant to art. 152-octies, clause 8, IR, adopted by the Board on 23/3/2006;
• “OdV”:
IndesitCo’s Supervision Body pursuant to D.Lgs. 231/2001;
• “Price-sensitive information”:
any information (a) of a precise nature, (b) that has not been made public, (c) directly concerning IndesitCo
or the Group or financial instruments issued by IndesitCo, and (d) that if made public, could appreciably
affect the prices of financial instruments issued by IndesitCo. Information is deemed of a precise nature if:
i) it refers to a set of existing circumstances or circumstances that may be reasonably expected by
occur;
ii) it is sufficiently specific to enable conclusions to be drawn on the possible effect of the set of
circumstances or the event in i) above on the prices of the financial instruments;
rd
iii) it is not available to 3 parties in any case.
• “Register”:
register of people with access to Price-sensitive Information kept at IndesitCo and set up with a
procedure adopted by the Board on 23/3/2006 pursuant to art. 115-bis, TUIF, and relative regulations;
• “Report”:
this <strong>report</strong> on the corporate governance and ownership structure;
• “RC”:
the HRRC restricted to the Committee’s independent director members and the Chairman of the
Statutory Auditors or other Standing Auditor;
• “RPT”:
Related Party Transaction as defined in the RPT Regulation;
• “RPT Committee”:
the board of directors’ committee, comprising three independent directors, set up to carry out the
activities required by the RPT Procedure;
• “RPT Procedure”:
procedure for carrying out RPTs, drawn up in accordance with the RPT Regulation and adopted by the
Board on 29/10/2010;
• “RPT Regulation”:
Consob regulation 17221, dated 12/3/2010, on RPTs, as modified by Consob under Resolution 17389,
23/6/2010, and subsequent amendments, additions and interpretations;
• “SDC”:
IndesitCo’s Strategic Development Committee;
• “Shareholders’ Meeting”:
a meeting of IndesitCo shareholders;
• “SHRD”:
Legislative decree 27/2010 and other provisions of law and regulations governing the exercise of certain
rights of shareholders of listed companies; assimilates Directive 2007/36/CE (Shareholders’ Rights
Directive);
• “SP”:
IndesitCo’s Supervision Body;
4 Report on corporate governance and ownership at 22 March 2011 on 2010