Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 
e) they do not receive from the Company or any of its Subsidiaries or parent company, nor have
done in the last three years, any significant additional remuneration 16 over and above their “fixed”
emoluments as non-executive directors of the Company or members of any of the Board’s internal
committees, including participation in the performance-linked incentive schemes, including stock
options;
f) they have not been Company directors for more than nine out of the last twelve years;
g) they are not executive directors in any other company in which an executive director
of the Company has a directorship;
h) they are not partners or directors in any company or organisation belonging to a network of the
company retained by the Company to audit its accounts;
i) they are not spouses or close relatives up to the 4 th degree of any person who is in any
of the circumstances indicated above;
j) they are not related to IndesitCo or the Subsidiaries or companies that control it or are subject to
the same control or to the directors or Statutory Auditors or to any of the subjects in the previous
points by employment or self-employment contracts or other financial or professional relationships
that would compromise independence;
k) they do not, and in the previous year did not, have any significant commercial, financial or
professional relationship, whether direct or indirect (eg. through subsidiaries or companies of which
they are key officers or partners in consultancies) with:
i) IndesitCo, a Subsidiary or any of their key management personnel;
ii) a subject who singly or with others through shareholders’ agreements controls IndesitCo, or —
in the case of companies or other organisations — with their key management personnel;
iii) and are not, and in the last three years have not been, employees of any of the aforesaid
subjects.
Such requisites of independence in 2011 were reviewed by the Board meeting on 22/3/2011. The
assessments were made on the basis of documentation provided by the independent directors
themselves.
In 2011 there were six meetings. Attendance by directors was regular 17 . At least six meetings have
been scheduled for 2012 18 . Board meetings (each lasting around three hours) are planned on the basis
of a calendar approved at the end of the previous year, to facilitate maximum participation of directors
and Statutory Auditors 19 .
Directors and Statutory Auditors are provided with documentation and information in advance of
board meetings so that they have enough time to review the matters requiring their analysis and
approval. Major operations are usually dealt with in more than one board meeting.
16. The Board has defined as “significant” remuneration in addition to fixed emoluments any amount in excess of a) three times
total annual remuneration (including fees for attending committee meetings) or b) E200,000 a year. In the case of stock
option plans, the date of allocation of the options is taken into consideration, if exercised, for the purpose of evaluating the
three-year period.
17. Overall attendance at meetings of the previous and current Boards was 90.9%. Attendance by independent directors was
86.1%.
18. Two have been held as of the date of this <strong>Report</strong>.
19. The dates of meetings called to approve quarterly results are also posted on the website.
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