CORPORATE GOVERNANCE
Board of Directors
Appointed by the Shareholders’ Meeting held on April 30th 2008.
The Board will remain in office for three years until the date of the Shareholders’ Meeting called for the approval of the financial statements at 31.12.2010.
The Board of Directors holds a key role in organising, directing and managing the company in order to maximise its value for shareholders and ensure that the expectations of other stakeholders are respected. For this aim it reviews and approves, for the Company and Group for which it is responsible, strategic, industrial and financial plans; the system of corporate governance; the adequacy of the organisational, administrative and accounting structure, with particular reference to the internal control system; and the management of conflicts of interest.
| Name | Office | In office since | Exec. | Non exec. | Indep. | CV |
|---|---|---|---|---|---|---|
| Vittorio Tabacchi | Chairman | 30.04.2008 | X |  |
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| Massimiliano Tabacchi | Vice-Chairman Chief Executive Officer |
06.05.2008 05.06.2008 |
X X |
|
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| Claudio Gottardi | Director ** | 30.04.2008 | X | |
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| Giannino Lorenzon | Director | 30.04.2008 | X | |
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| Ennio Doris * | Director | 30.04.2008 | X | X | |
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| Antonio Favrin * | Director | 30.04.2008 | X | X | |
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| Carlo Gilardi * | Director | 30.04.2008 | X | X | |
*
Carlo Gilardi and Antonio Favrin have stated that they hold the requirements for their qualification as independent directors, in accordance with Article 3 of the Corporate Governance Code promoted by Borsa Italiana S.p.A. and with Articles 148, paragraph 3, and 147 ter, paragraph 4, of Italy’s Financial Markets Consolidation Act, and Ennio Doris that he holds the requirements of independence referred to in Article 3 of the Corporate Governance Code.
**
Claudio Gottardi was appointed Chief Executive Officer by the Board of Directors on May 6th 2008. On June 5th 2008 he resigned, for personal reasons, from this position and from the responsibilities of the Chief Executive Officer of the Company, retaining, however, his position as director.
Board of Statutory Auditors
Appointed by the Shareholders’ Meeting held on 30th April 2008.
The Board will remain in office for three years until the date of the Shareholders’ Meeting called for the approval of the financial statements at 31.12.2010.
The Board of Statutory Auditors supervises the observance of the law and of the Company By-Laws in respect of the principles of a correct administration; the adequacy of the Company’s organisational structure in the areas for which it is responsible; the internal control system; and the administrative accounting system and its reliability in correctly representing operational items.
| Name | Office | In office since | Exec. | Non Exec. | Indep. | CV |
|---|---|---|---|---|---|---|
| Gianpietro Sala | Chairman * | 19.06.2008 | X | X | |
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| Franco Corgnati | Regular Auditor | 30.04.2008 | X | X | |
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| Nicola Gianese | Regular Auditor ** | 10.10.2008 | X | X | |
*
On 19th June 2008 the Chairman of the Board of Statutory Auditors appointed on 30th April 2008, Mr Domenico Vanoni, resigned from the position for health reasons; the alternate statutory auditor Giampietro Sala replaced Mr Vanoni as standing statutory auditor, and assumed the role of Chairman of the Board of Statutory Auditors until the next Shareholders’ Meeting, in accordance with Article 2401, paragraph 2 of the Italian Civil Code.
**
On 10th October 2008 Mr Paolo Mazzi, appointed on 30th April 2008, resigned from his position as standing statutory auditor; Mr Mazzi was replaced in his role of standing statutory auditor by the alternate statutory auditor, Mr Nicola Gianese, in accordance with Article 2401, paragraph 1, of the Italian Civil Code.
Internal Control Committee
The Internal Control Committee was established with the deliberation of the Board of Directors on September 14th 2005.
Following the renewal of the Board of Directors, the components of the Internal Control Committee were appointed by the Board of Directors on May 6th 2006.The Internal Control Committee, other than assisting the Board of Directors in fulfilling the tasks entrusted to it regarding internal control, carries out the following advisory and proactive duties:
- it evaluates, together with the manager responsible for preparing the company’s financial documents and the auditing firm, the correct use of the accounting principles and, in the case of groups, the homogeneity of these principles for the preparation of the consolidated financial statements;
- on request of the executive director responsible for that purpose, it expresses opinions on specific aspects regarding the identification of the main corporate risks, as well as the planning, implementation and management of the internal control system;
- it reviews the work plan prepared by the manager responsible for internal control and the periodic reports received from him/her;
- it reports to the Board of Directors, at least every six months, during the approval of the half year report, on the activity carried out and the adequacy of the internal control system;
- it carries out further tasks of an advisory/proactive nature as assigned to it by the Board.
| Name | Office | In office since | Exec. | Non Exec. | Indep. |
|---|---|---|---|---|---|
| Carlo Gilardi | Chairman | 06.05.2008 | X | X | |
| Antonio Favrin | 06.05.2008 | X | X | ||
| Giannino Lorenzon | 06.05.2008 | X |
Remuneration Committee
The Remuneration Committee was established with the deliberation of the Board of Directors on September 14th 2005.
Following the renewal of the Board of Directors, the components of the Remuneration Committee were appointed by the Board of Directors on May 6th 2006.
The Remuneration Committee presents to the Board of Directors proposals regarding the remuneration of the Chief Executive Officers and the other Directors who hold specific positions; monitors the application of the decisions made by the Board; and periodically evaluates the criteria adopted for the remuneration of managers with strategic responsibilities, supervising the application of them on the basis of the information provided by the Chief Executive Officers and providing the Board with general recommendations on the subject.
With regards to the stock options and the other incentive instruments based on shares, the Committee presents the Board with its recommendations regarding their usage and the relevant technical aspects related to their formulation and application.| Name | Office | In office since | Exec. | Non Exec. | Indep. |
|---|---|---|---|---|---|
| Antonio Favrin | Chairman | 06.05.2008 | X | X | |
| Giannino Lorenzon | 06.05.2008 | X | |||
| Carlo Gilardi | 06.05.2008 | X |
Independent Auditors
The Shareholders’ Meeting of SAFILO GROUP S.p.A. of May 14th 2007, approved, in accordance with article 159, paragraph 4 of the T.U.F. (Legislative Decree n. 58/1998) and by the temporary provision contained in article 8, paragraph 7 of the Legislative Decree n. 303/2006, the extension to 9 financial years of the auditing mandate awarded to
PRICEWATERHOUSECOOPERS S.P.A.
on September 14th 2005 initially for the financial years 2005, 2006 and 2007.
PricewaterhouseCoopers S.p.A. will therefore carry out the auditing mandate for the financial years 2005-2013.