Report on corporate governance and ownership 2011 - Indesit

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<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex Annex 5 – Structure of the board of Statutory Auditors of Indesit Company S.p.A. Post held Member Independence pursuant to Code Committee meeting attendance BoD meeting attendance Number other posts * Minority list designated Chairman ** Angelo Casò X 100% 100% n/a X Chairman *** Marco Reboa X 100% 100% 4 X Standing auditor Andrea Amaduzzi X 100% 100% 7 Standing auditor Luigi Biscozzi X 83.33% 100% 4 NOTE Number of Meetings in 2011: 12 Quorum for submission of lists by minority shareholders for one or more standing auditors (ex art. 148, TUIF): 2%. * This column shows the number of administration or control posts held by the person and relevant as per art. 148-bis, TUIF. The full list of posts held is attached to the report prepared by the Statutory Auditors pursuant to art. 153, clause 1, TUIF. ** in office till 3 May 2011. *** in office since 3 May 2011. 52
<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 – Annex Annex 6 – <strong>Report</strong> on the remuneration of Indesit Company S.p.A. executives with strategic responsibilities drawn up pursuant to art. 123–ter, TUIF, and art. 84–quarter, IR 1. Introduction This report, drawn up by the RC and approved by the Board pursuant to art. 123-ter, TUIF, and art. 84-quater, IR (the “Remuneration <strong>Report</strong>”): • illustrates the Policy and procedures used to adopt and implement it (Section I); • provides an adequate, analytical representation of the remuneration actually paid to ESR (Section II). Structured according to the guidelines provided in the aforesaid art. 84-quater, IR, and in compliance with Annex 3A, Schedule 7-bis and Schedule 7-ter referred to therein, the Remuneration <strong>Report</strong> is attached to the <strong>Report</strong> of corporate governance and ownership published by the Company within 21 days prior to the date of the Shareholders’ Meeting called to approve the financial statements, and can be consulted on the Website. Section I of the Remuneration <strong>Report</strong> is submitted to the Shareholders’ Meeting for the purposes of both the aforesaid art. 123-ter, TUIF, and art. 84-quater, Issuers’ Regulations, in accordance with both art. 13, clause 3.3, RPT Regulation, and art. 6.1, f), RPT Procedure. Words initialled with a capital letter have the meanings given in the Glossary or the Remuneration <strong>Report</strong> Glossary. 2. Remuneration <strong>Report</strong> Glossary • “Executive directors”: members of the Board with executive functions for the purposes of art. 2389 c. c.; • “CCNLD”: national collective employment contract for managers in industrial companies; • “Executives with strategic responsibilities” (or “ESR”): persons with direct or indirect powers over and responsibilities for the planning, direction and control of the Company business; for the purposes of this document they are: all the members of the Board and the standing statutory auditors, as well as the Chief Division Officers, the Chief Financial Officer, the Chief Supply Chain & IT Officer, the Chief Commercial Officer and the Group HR Director, such Officers being appointed by the Board (referred to as “Other ESR”); • “MBO”: the variable part of annual remuneration obtainable on achieving predefined business objectives, explained in section 10 of this Policy; • “L-TRI Plan”: Long-Term Retention Incentive plan illustrated in section 11 of this Policy; • “GAR”: the fixed Gross Annual part of Remuneration of employees of Group companies; 53
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