Report on corporate governance and ownership 2011 - Indesit


<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 
The Code of Conduct 40 contains the rules of conduct to be observed within the Group in personal
conduct and business management and is the basis on which to construct a system of prevention and
control. The Code in fact:
• sets forth general principles disciplining the workings of the Company, which acts in compliance
with the law;
• contains all the ethical principles that the Group adopts in conducting its business;
• contains a series of rules of conduct to abide by in relationships with certain 3 rd parties and in
particular with certain “sensitive” interlocutors, of which the public administration is the most
important;
• requires that all operations and transactions must be correctly recorded, authorized, verifiable,
legitimate, coherent and congruous and that the decision-making process involved must always be
verifiable;
• provides for penalties commensurate with the seriousness of the infringements committed.
The following are subject to the Code: IndesitCo’s directors and Statutory Auditors and all its
employees, all subjects who in any way act in the name and on behalf of IndesitCo and, in certain
respects only, also suppliers, clients and agents of the Company.
The Board appointed 41 the OdV, formed by two external independent members specializing in
criminal and company law, respectively Bruno Assumma (chairman) and Giovanni Frezzotti, and two
internal members, Giuseppe Catalano, head of DALS, and Ferruccio Panicco, Chief Audit Executive.
Under the OdV’s rules, tied votes are resolved by the casting vote of its chairman.
In making these appointments, the Board adequately considered the members’ requisites in terms of
independence, autonomy, professionalism and integrity, while members of the OdV gave assurances
regarding the continuity of action required of their role.
The OdV’s tasks include:
• promoting awareness and knowledge of the Model;
• updating and integrating the Model and the Code of Conduct so that they always reflect business
activities and procedures and the relevant legislation;
• monitoring infringements of the Model and code.
The OdV meets quarterly and keeps minutes of its meetings in an authenticated register.
The compliance programme drawn up by the OdV will gradually be extended to all Group companies
in line with local legislation equivalent to law decree 231/2001 and in any case such as to guarantee
adequate coverage of risks relating to the offences contemplated in the law, in all regions where the
Group operates. As an integral part of this compliance plan, the following will be adopted by the entire
Group:
• the Code of Conduct;
• the system for assignment of powers of attorney;
• the body of rules and procedures disciplining the Group’s operations and business functions.
40. Published on the Website.
41. In the meeting on 29/10/2008. The OdV in office was re-appointed in the meeting on 25/3/2011.
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