Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 
• ensures that the Company is managed efficiently and transparently and works with the Chairman
to define action plans for the Internal Audit function;
• ensures that the Company is managed on sound accounting principles and that robust control and
monitoring systems are in place;
• ensures compliance with the law on treatment of personal data (law decree 196/2003 and
subsequent amendments and integrations);
• ensures compliance with the law on product safety;
• ensures compliance with environmental and workplace safety legislation;
• ensures maximum protection of the Company’s human and economic assets;
• updates the Chairman on business performance and operations in progress;
• he also has all the operating powers (except those strictly reserved for the Board), which he
exercises under sole signature except for those of strategic importance requiring joint signature
with the Chairman.
In his capacity as the director charged with drawing up the Company’s accounting and legal documents,
the CEO certifies, along with the DP, the adequacy and effective application of the procedures provided
for in the TUIF and the Investor Protection law and the correspondence of such documents with the
accounting records and their capacity to provide a true and fair view of the Group’s financial position,
results of the operations and cash flow situation.
4. Human Resources and Remuneration Committee
See the Remuneration report (section 5, Part 1).
5. Appointment of directors and remuneration of directors and top management
5.1 Appointment and
remuneration of
directors
In compliance with the Investor Protection Law, the Shareholders’ Meeting wrote into the By-laws
(art. 14) a provision for list voting of directors and the obligatory filing of lists twenty-five days before
the Meeting 22 .
The Company does not have an Appointments Committee because the shareholders have never
had any difficulty in producing lists of candidates independently. Also regarding lists submitted for
appointments to the Board for the 2010-2012 three-year period, prior selection of candidates by the
majority shareholder and minority shareholder ensured that candidates had the requisites of expertise
and professionalism for the post.
If the Meeting authorises a departure from the prohibition against competition in art. 2390, c.c., the
Board looks at the merits of each potential problem and signals any critical points at the next useful
Meeting.
22. See note 14 above.
22