2004 Annual Report - Benetton Group

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The following table lists the offices which Directors hold in other companies not belonging to the Group: Director Office Company Luciano Benetton Director 21,Investimenti S.p.A., Edizione Holding S.p.A. Carlo Benetton Deputy Chairman Edizione Holding S.p.A. Director Tecnica S.p.A. Gilberto Benetton Chairman Autogrill S.p.A., Edizione Holding S.p.A., Ragione S.A.p.A. di G. Benetton & C. Deputy Chairman Telecom Italia S.p.A., Olimpia S.p.A. Director Banca Antoniana Popolare Veneta S.p.A., Mediobanca S.p.A., Autogrill Group Inc., Lloyd Adriatico S.p.A., Autostrade S.p.A., Pirelli & C. S.p.A. , Schemaventotto S.p.A. Giuliana Benetton Director Edizione Holding S.p.A. Alessandro Benetton Chairman and Managing Director 21,Investimenti S.p.A., 21,Investimenti Partners S.p.A. Chairman 21,Partners S.G.R. S.p.A. Deputy Chairman Nordest Merchant S.p.A. Sole Director Saibot S.r.l. Director Edizione Holding S.p.A., Autogrill S.p.A., Sirti S.p.A., Permasteelisa S.p.A., 21,Centrale Partners S.A. [member of the Supervisory Board] Reginald Bartholomew Director Pirelli & C. Real Estate S.p.A. Luigi Arturo Bianchi Director Anima S.G.R. S.p.A., Assicurazioni Generali S.p.A. Gianni Mion Deputy Chairman Tim S.p.A. Managing Director Edizione Holding S.p.A., Schemaventotto S.p.A. Director 21,Investimenti S.p.A., Autogrill S.p.A., Autogrill Group Inc., Autostrade S.p.A., Cartiere Burgo S.p.A., Banca Antoniana Popolare Veneta S.p.A., Olimpia S.p.A., Telecom Italia Media S.p.A., Telecom Italia S.p.A., Fondazione Cassa di Risparmio di Venezia, Luxottica Group S.p.A. Sergio De Simoi Auditor Olimpia S.p.A. Director Autostrade S.p.A., Schemaventotto S.p.A., 21,Investimenti Partners S.p.A., 21,Investimenti S.p.A. Ulrich Weiss Director Ducati Motors S.p.A., HeidelbergCement AG [Heidelberg], Continental AG [Hannover], Bego Medical AG [Bremen] D I R EC TO R S’ R E P O RT 19
D I R EC TO R S’ R E P O RT 20 Executive Committee. An Executive Committee was set up in September 2003, consisting, in addition to the Chairman Luciano Benetton, of the Managing Director Silvano Cassano and Directors Alessandro Benetton and Gianni Mion. Executive Committee meetings are also attended by the Board of Statutory Auditors and the Chairman of the Internal Audit Committee, neither of which have the right to vote. One of the Executive Committee’s tasks is to define, upon proposal by the Managing Director, Company and Group strategic, industrial and financial plans, the annual budget and interim adjustments for subsequent submittal to the Board of Directors. The Executive Committee also reviews and approves investment and divestiture plans of particular importance, the granting of loans and the giving of guarantees, and analyzes the more important problems relating to the Company’s performance, which in turn enables the Board of Directors to comply more effectively with its legal obligations. The Executive Committee met seven times during 2004. Related Party Transactions. On March 31, 2004, the Board of Directors formally adopted the Rules of Conduct that Benetton Group S.p.A. will have to comply with in matters regarding Related Party Transactions and significant transactions. These Rules reiterate the central role of the Board of Directors in the Company’s system of corporate governance and aims to ensure that the transactions being regulated are carried out according to criteria of substantial and procedural fairness. Related Party Transactions, also non-intercompany transactions, which are atypical, unusual or concluded with non-standard conditions, even though not normally subject to Board approval, must, nevertheless, be submitted for prior Board approval. Prior Board of Directors’ approval is also required for transactions that could have a significant economic or financial impact on the Company or the Group and which in terms of value, counterparty quality, object, methods or timing could jeopardize the Company’s assets. For both of these types of transactions, the Board of Directors has to decide on the basis, among other things, of detailed information acquired with suitable advance notice. The above-mentioned Rules of Conduct do not expressly provide for directors with an interest in an operation to leave the board meeting. Therefore it is left to the Board to decide whether it is suitable or not to leave when this could prejudice the maintenance of a quorum in the meeting. The Rules of Conduct in relation to significant transactions and transactions with Related Parties have been adopted by subsidiary companies in 2005. Board of Statutory Auditors. The Board of Statutory Auditors is made up of: _ Angelo Casò . Chairman; _ Filippo Duodo . Auditor; _ Dino Sesani . Auditor; _ Antonio Cortellazzo . Alternate Auditor; _ Marco Leotta . Alternate Auditor. All members of the Board of Statutory Auditors were appointed on May 14, 2002. Their mandate expires on the date of the Shareholders’ Meeting to approve the 2004 financial statements. The Statutory Auditors are appointed, in accordance with the criteria laid down in art. 148 of the Finance Consolidation Act, which is implemented in art. 19 of the articles of association, on the basis of voting lists submitted to the Company’s registered office prior to the Shareholders’ Meeting, accompanied by an adequate description of each candidate’s personal and professional characteristics.
Page 1 and 2: Benetton Group Annual Report 2004
Page 3 and 4: I N D E X 2 The Benetton Group 11 D
Page 5 and 6: Main consolidated companies as of D
Page 8 and 9: Letter to Shareholders from the Cha
Page 10: 2004 revenues by activity [in %] Ri
Page 13 and 14: D I R EC TO R S’ R E P O RT 12 Th
Page 15 and 16: D I R EC TO R S’ R E P O RT 14 he
Page 17 and 18: D I R EC TO R S’ R E P O RT 16 Co
Page 19: D I R EC TO R S’ R E P O RT 18 Di
Page 24 and 25: esponsible for internal audit, also
Page 26 and 27: Supplementary information Benetton
Page 28: Performance of Benetton shares. The
Page 31 and 32: D I R EC TO R S’ R E P O RT 30 Du
Page 33 and 34: D I R EC TO R S’ R E P O RT 32 Du
Page 35 and 36: D I R EC TO R S’ R E P O RT 34 Gr
Page 37 and 38: D I R EC TO R S’ R E P O RT 36 Re
Page 39 and 40: D I R EC TO R S’ R E P O RT 38 Th
Page 41 and 42: D I R EC TO R S’ R E P O RT 40 Gr
Page 43 and 44: D I R EC TO R S’ R E P O RT 42 Im
Page 45 and 46: D I R EC TO R S’ R E P O RT 44 Re
Page 48 and 49: Benetton Group 2004 consolidated fi
Page 50 and 51: Liabilities and Shareholders’ equ
Page 53 and 54: C O N SO LI DATE D F I NANC IAL STA
Page 66 and 67: Notes to the consolidated financial
Page 68 and 69: Accounting principles and valuation
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Reserves for risks and charges. The
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Article 2423, paragraph 4, of the I
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N OTES TO TH E C O N SO LI DATE D F
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Page 84 and 85:
Reconciliation of the Shareholders
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[16] Reserve for employee terminati
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[19] Due to other lenders [thousand
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[23] Other payables Other payables
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Comments on principal items in the
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Production costs [29] Raw materials
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[33] Amortization, depreciation and
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[37] Interest and other financial e
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[41] Taxes on income for the year,
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Glossary
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G LOSSA RY 104 Net Financial Positi
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2005 financial calendar Date 2005 S
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2004 Annual Report - Benetton Group

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