Report on corporate governance and ownership 2011 - Indesit

More documents

Recommendations

Info

<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 Clause 2 a) Adoption of a code of conduct See Introduction and Principles (Part One). b) Description of existing risk management and internal control systems in relation to the financial reporting process (including the consolidated financial statements) See the following sections of Part Two of the <strong>Report</strong>: 6.2 (The Internal audit function and the Internal Control Officer), 7 (the Internal Control Committee), 9 (Treatment of Price-sensitive Information), 15 (The Officer charged with drafting the Company’s accounting and corporate documents). On the “Main characteristics of the existing risk management and internal control systems in relation to the financial reporting process”, see Annex 1 to this <strong>Report</strong>. c) Shareholders’ meetings procedures See 10.3 (Shareholders’ meetings and Rules). d) Composition and operation of administration and control bodies and their committees See sections 1 (Board of directors), 4 (Human Resources and Remuneration Committee), 6 (Internal Control System), 7 (Internal Control Committee), 11 (Statutory Audit Committee). 3. New developments in 2011 In 2011, the Group was engaged in the following corporate governance activities: • adjustment to new regulations on transparency in the remuneration of key management posts in the Company in view of art. 123-ter, TUIF, introduced by D.Lgs. 259/2010; • new foreign legislation on the liability of organizations; • updating of the Shareholders’ Meeting Rules; • review of the powers and authority structure following organizational modifications. 4. Plans for 2012 The Company will now be engaged in the following corporate governance activities: • adjustment to the new regulations on gender equality pursuant to law 120/2011; • other statutory updates; • adjustment to the new version of the Code published 5/12/2011; • review of the Organizational Model and Code of Conduct in relation to the introduction of new predicate offences; • possible review of the process of adjusting to the SHRD in response to subsequent regulatory changes. There have been no significant changes to the Group’s governance system since the end of 2010. 14
<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 5. Company organisation, management systems and chain of responsibility The Company’s management and control model is “ordinary” (as required by the Italian civil code), ie. based on a board of directors, a Statutory Audit Committee and independent auditors. These bodies are elected by the shareholders and hold office for three-year periods (except for the independent auditors which are retained for nine-years). The substantial number of independent directors and the key roles they play both on the Board and in its committees (described hereunder) ensure effective reconciliation of interests across all the shareholders and other stakeholders, as well as a wide base for board room discussion. The Board has set up four committees, the HRRC and the ICC, with roles and functions as per the Code, and the RPT Committee and the SDC, whose roles and functions are described in the second part of the <strong>Report</strong>. 15
Page 1: Report on corporat
Page 4 and 5: Report on corp
Page 66 and 67:
Report on corp
Page 68 and 69:
Report on corp
show all

Report on corporate governance and ownership 2011 - Indesit

Create successful ePaper yourself

Delete template?

Save as template?