Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 
The Board currently in office was appointed by the Shareholders’ Meeting on 29/4/2010 and has eleven
directors 12 , whose term of office expires with the Annual General Meeting to the approve the financial
statements as of 31/12/2012. The Board appointed two of its members as executive directors, who
are invested, in accordance with the By-laws, with the powers contemplated in art. 2381, c.c.; they are:
Andrea Merloni (Chairman) and Marco Milani (CEO). The remaining nine directors are non-executive,
some of whom are independent as defined by both the Code and art. 148, clause 3, TUIF: Valerio
Battista (independent), Francesco Caio (independent), Innocenzo Cipolletta (independent), Paolo De
Cesare (independent), Mario Greco 13 (independent), Aristide Merloni, Antonella Merloni, Maria Paola
Merloni and Paolo Monferino (independent).
The current Board was appointed on the basis of a list presented by the shareholder Fineldo S.p.A.,
from which a total of ten directors were elected, and a list presented by the shareholder Fines S.p.A.,
from which one director was elected; both lists were filed within the term of 15 days prior to the 1 st call
Shareholders’ Meeting 14 .
Career profiles of all the directors and a list of posts they held as of 31/12/2011 in other listed, financial,
banking or insurance companies or other large concerns, are detailed in Annex 2).
Further information on the structure of the Board can be found in Annex 3).
Meeting on 26/10/2006, the Board decided that five administration or control posts in other listed
companies should be the maximum considered compatible with effective performance as a company
director. All the directors are currently within said limit.
A majority of the Board (six out of eleven) is made up of independent directors, who under the rules of
corporate governance are so deemed because:
a) they are not directors of Subsidiaries, or of the company that controls IndesitCo or those subject to
the same control as the latter;
b) they do not control the Company either directly or indirectly or through subsidiaries, fiduciaries
or other intermediaries and are not able to exercise any considerable influence over it and do not
participate in shareholders’ agreements through which control of or considerable influence over it
may be exercised;
c) they are not, nor in the last three years have been, major exponents 15 of the Company or of any of
its strategically important Subsidiaries or of any company under common control with same or of a
company or network which, also through a shareholders’ agreement, controls the Company or may
exercise considerable influence over it;
d) they are not, nor in the previous three years have been, employees of any of the aforementioned
subjects;
12. The By-laws require the board to be made up of at least five and no more than thirteen directors.
13. Nominated by the minority shareholder Fines S.p.A.
14. The SHRD changed the term to twenty-five days before the meeting but such new term applies to meetings whose notice
of meeting was published after 31/10/2010.
15. “Major exponent” of a company or other organisation means chairman, legal representative, executive director or manager
with strategic responsibilities.
17