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Corporate Governance

The so-called governance system of Damiani S.p.A. is based on the ‘Latin’ or ‘traditional’ model; as a result, the companies governing bodies are the Shareholders’ Meeting, the Board of Directors and the Board of Auditors. 

The administrative body of the parent company was renewed on 26 July 2012 by the Shareholders’ Meeting, which also confirmed 8 expiring directors for a further three years, until approval of the Balance Sheet for the financial year to 31 March 2015. On 14 June 2013, the director Francesco Minoli (non-executive and independent director) resigned from the position for personal reasons, with effect from the date of the Shareholders’ Meeting which approved the Balance Sheet to 31 March 2013 on 26 July 2013.

The composition of the Board of Directors respects both the law on the matter (pursuant to Articles 147-ter and 148, third sub-paragraph, Legislative Decree 58/1998) and the principles of corporate governance laid down by the Code of Conduct for Listed Companies.

The new Board of Directors of Damiani S.p.A. appointed Guido Grassi Damiani as Chairman and Managing Director, Giorgio and Silvia Grassi Damiani as Deputy Chairpersons, Stefano Graidi as Director in charge of the internal audit system and risk management, and Fabrizio Redaelli as Lead Independent Director on 26 July 2012.

Subject to check on the possession of the non-executive and independence requisites, pursuant to Art. 148 of Legislative Decree No. 58/1998 and Art. 3 of the Code of Conduct for Listed Companies, the directors Fabrizio Redaelli, Roberta Benaglia and Giancarlo Malerba were called on to establish the Remuneration Committee and the Control and Risks Committee.

Damiani S.p.A. and the Italian subsidiaries Laboratorio Damiani S.r.l. and Rocca S.p.A. have adopted an ethics code and the organisational model set out by Legislative Decree 231/2001. The Ethics Code of each company of the group refer to the values which the Damiani group seeks in the fulfilment of its business, and contains the ethical principles and rules which should inspire the conduct of the subjects it refers to. The recipients of the Ethics Code are all the suppliers, co-workers, consultants, agents, business partners and generally all the subjects operating in the name of or on behalf of the company in addition to the directors and employees.

The organisational model approved in the updated version by the Board of Directors of Damiani S.p.A. on 8 February 2013 is the set of the specific behavioural and operational rules with the purpose of preventing unlawful conduct through disciplining the rules of management and control relevant for preventive purposes in the sphere of the activities with potential risk of crime. The Supervisory Body oversees the correct application of the organisational model and the Ethics Code, ex-Legislative Decree 231/2001. The Supervisory Body of the parent company is collegial and formed by a control officer for internal audit and two external professionals, remunerated for the task performed. This composition ensures there are all the different professional skills involved in company management in the Supervisory Body have full autonomy and independence as required by law.

The Supervisory Body has been attributed with all the powers and means (with an expenses budget periodically reviewed) to ensure strict and efficient supervision of operation and compliance with the organisational model adopted by the company and also to check its efficiency and effectiveness with respect to the prevention and obstruction in the commission of the offences currently set out by Legislative Decree 231/2001, with the possibility of formulating any proposals for its updating and correction by the Board of Directors.

The Supervisory Body of Damiani S.p.A. met 7 times in the 2012/2013 financial year.

Please see the Annual Report on Corporate Governance published at the same time as the documents on the financial accounts, which can be consulted in the Investor Relations section of the web site for more details on the company’s corporate governance system, and also for information on the ownership structure as per Art. 123-bis of Legislative Decree 58/1998.

With reference to the requirements pursuant to Title VI of the Implementation Regulations of Legislative Decree 58 of 24 February 1998 concerning the regulation of the markets (‘Market Regulations’), please note that Damiani S.p.A. indirectly controls 2 companies established under the law of countries that are not part of the European Union, which have significant relevance pursuant to Art. 151 of the Issuer Regulations. Considering the requirements set out by Art. 36 of the Market Regulations, please note that:

- in the opinion of the issuer Damiani S.p.A., the aforementioned companies have an administrative-accounting and reporting system appropriate to ensure the arrival to the Management of Damiani S.p.A. of the economic, capital and financial data necessary respectively for drafting consolidated financial statements and statutory auditing;
- the issuer has the Articles of Association and information on the composition of the governing bodies, with the relative powers, of the aforesaid companies, and is constantly updated on any amendments made to them;
- the accounting circumstances of the aforesaid companies, prepared for the purposes of drafting the consolidated financial statements of the Damiani group, are made available with the methods and in the terms established by the law in force.