The Company adopts a system of corporate governance under which its governing body is the Board of Directors, assisted by Board committees. The body that oversees compliance with the law, the Company’s Articles of Association and good management practices is the Board of Statutory Auditors, while an independent auditing firm is responsible for the statutory audit of the accounts.
Overview of the Company’s Governance as of April 23, 2020.
Board of Directors
The Board of Directors is responsible for managing operations. Among other things, it examines and approves:
guidelines for the Group’s operations;
proposals concerning organization and corporate governance;
general guidelines regarding the management of human resources;
proposals for the re-organization of the Company’s structure;
result of operations;
extraordinary corporate actions;
annual budgets and quarterly, half-yearly and annual financial results.
The Investment Committee serves in a due diligence, advisory and/or recommendation-making capacity in support of the Board of Directors with regard to:
specific investment projects, assessing their adherence to/alignment with the Group’s strategic guidelines, their profitability targets and financial sustainability;
Company procedures regarding investments and significant transactions.
In general, the Committee monitors the implementation of the approved investment programs by overseeing their execution in terms of costs incurred and actual return on investment (post-audit),
analyzing the main criticalities.
Control and Risk Committee
The Control and Risk Committee, whose members have suitable experience in accounting and ﬁnance, has the following main tasks:
assist the Board of Directors in defining the guidelines of the internal controls and in determining the criteria for deciding whether the risks faced by the Company and its subsidiaries are compatible with good and sound management practices. At the request of the Executive Chairman, it expresses opinions on specific issues concerning the identification of the principal business risks;
assist the Board of Directors in evaluating the adequacy, efficacy and effective functioning of the system of internal controls, which it oversees;
provide the Board of Directors with indications and information on compliance with corporate governance rules;
assess, together with the Chief Financial Officer and the Independent Auditors, the adequacy of the accounting standards adopted and their consistency for the purposes of preparing consolidated financial statements;
verify, with the assistance of the Head of Internal Audit, the process that generates the financial reporting data;
monitor the effectiveness of the auditing process and assess the results published in the Independent Auditors’ report and the opinion letter;
receive the annual report from the Head of Internal Audit on the application of the “Organization and Management Model” – pursuant to Italian Legislative Decree 231/2001, which was adopted by the Company and also includes the Code of Ethics – and evaluate whether to present the Board of Directors with recommendations for updating and/or amending such model and its method of application;
assess and express an opinion in advance and as necessary requirement prior to confirming the appointment, on all auditing and non-auditing services provided by the Independent Auditors;
assess and verify the independence of the Independent Auditors.
Human Resources and Remuneration Committee
The Human Resources and Remuneration Committee serves in a due diligence, advisory and/or recommendation-making capacity in support of the Board of Directors and in particular:
submits proposals on the overall remuneration of the Chairman, directors and senior managers of the Company and the Group;
examines performance targets and incentive plans for employees of the Company and the Group;
evaluates proposals regarding: composition criteria and skills profiles of the managers identified as components of management and control bodies in strategically important subsidiaries; policies for the strategic development of human resources and recruitment and appointment of senior managers of the Company and the Group.
Organizational Model pursuant to Italian Legislative Decree 231/2001
The current Organization, Management and Control Model adopted by resolution of the Board of Directors on March 1, 2016, to replace the one approved in 2008, is composed of a general part and numerous special parts.
The Code of Ethics approved by the Company is treated as an integral part of the Model. Under its Code of Ethics, the Group has adopted the International Labor Standards (ILS) contained in the fundamental conventions of the International Labor Organization (ILO).
In 2018, with the enforcement of the European General Data Protection Regulation 2016/679 (known
as GDPR), the Company set up a new Privacy function, headed by Mauro Menardo as Data Protection Officer, assisted by a multidisciplinary team.
The new function, responsible for personal data monitoring, assessment and processing, enables Benetton Group S.r.l. to ensure its employees, consumers and, in general, stakeholders correct personal data protection in the performance of their activities, so that data is always processed in compliance with the applicable national and European regulations in the matter.
The Sustainability Committee – set up by Board of Directors in 2015 – deﬁnes and oversees Benetton Group’s sustainability strategy. The establishment of this Committee is further evidence of the
Company’s commitment, at all levels, to becoming an agent of social change through its initiatives.
The objectives of Benetton Group’s Sustainability Committee include:
promoting the effective and continuous integration of sustainability initiatives into business activities and supporting the work of the Sustainability Director;
standardizing all sustainability activities;
promoting dialogue with internal and external stakeholders on sustainability issues;
examining and periodically reviewing corporate sustainability implementation tools – starting with the Code of Conduct for Manufacturers and its implementation procedures – also in light of possible risks related to Company and brand reputation;
providing the Board of Directors with a constant flow of information and indications regarding the application of the corporate sustainability strategy and its tools;
overseeing activities related to integrated reporting and the disclosure of KPIs and relevant information on environmental and social issues.
The Committee members are listed here below:
– Chief Executive Officer
– Chief Staff Officer
– Human Resources & Organization Officer
– Product, Sourcing & Operations Officer
– Internal Audit & Sustainability Officer
– CEO Fabrica
Sustainability Committee Contact: firstname.lastname@example.org