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 • “SDC”: IndesitCo’s Strategic Development Committee; • “Shareholders’ Meeting”: a meeting of IndesitCo shareholders; • “SHRD”: law decree 27/2010 and other provisions of law and regulations governing the exercise of certain rights of shareholders of listed companies; assimilates Directive 2007/36/CE (Shareholders’ Rights Directive); • “SP”: IndesitCo’s Supervision Body; • “Statutory Auditors”: IndesitCo’s Statutory Audit Committee; • “Subsidiary”: any company controlled by IndesitCo, including indirect companies, pursuant to art. 2359 Italian civil code; • “TUIF”: law decree 58 (24 February 1998) “Consolidated act concerning financial broking for the intents and purposes of art. 8 and 21, law 52, 6 February 1996”, and subsequent amendments and additions; • “Transactions Procedure”: procedure for carrying out significant transactions and related party transactions, adopted by the Board on 20/3/2003; • “Website”: www.indesitcompany.com. 6
<strong>Report</strong> on corporate governance and ownership at 21 March 2012 on 2011 Introduction The Group headed by IndesitCo, founded in 1975 and listed on the Milan stock exchange since 1987, is one of Europe’s leading manufacturers and distributors of large home appliances (washing machines, washer-dryers, dishwashers, fridges, freezers, cookers, hoods, ovens and hobs). It is the undisputed leader in major markets such as Italy, the UK and Russia. The Group’s turnover was around E2.8 billion in 2011. To date, the Group has 14 production facilities (in Italy, Poland, the UK, Russia and Turkey) and around 16,100 employees. The Group’s main brands are Indesit, Hotpoint and Scholtès. * * * This <strong>Report</strong> 1 was approved by the Board meeting on 21/3/2011. Its purpose is to provide a full description of the corporate governance model adopted by the Company at the date of its publication. To this end the <strong>Report</strong> is in two parts: 1) the first is a brief disclosure of the governance system; 2) the second is an analytical comparison between the model of governance actually adopted by the Company and the provisions of the Code. IndesitCo’s corporate governance system is substantially in line with the principles set forth in the Code. The second part of the <strong>Report</strong> illustrates current compliance with the provisions of the Code (which represents best practice in Italy in this matter) and also explains the reasons for the departures (only a limited number) therefrom. Annex 1 sets forth the main characteristics of the existing risk management and internal control systems in relation to the financial reporting process, pursuant to art. 123-bis, clause 2, TUIF. Certain words starting with a capital letter have the meanings attributed to them in the Glossary. 1. Drawn up in accordance with Borsa Italiana guidelines issued in February 2003, and the “Guide to compiling corporate governance reports” published in February 2004 by Assonime and Emittenti Titoli S.p.A. integrated with the information required by art. 123-bis, TUIF. In drafting the <strong>Report</strong>, the Company also took into consideration Borsa Italiana’s “Format for corporate governance reporting” and recent legislation on the remuneration of executives with strategic responsibilities. 7
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